Common use of Underwriter Cutback Clause in Contracts

Underwriter Cutback. Notwithstanding anything to the contrary set forth in this Section 5, if the managing underwriters for an underwritten offering advise the Company in writing that their opinion that the inclusion of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares), then the number of such Registrable Shares proposed to be included in such registration by each Holder shall be reduced to such lower number of Registrable Shares that the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis in accordance with the Proportionate Percentages (assuming for the purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares).

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 53.2, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (assuming for 100) shares. Notwithstanding the purposes foregoing, in no event shall (a) the number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (b) the number of all Class B Shares into Class A Shares) Registrable Securities included in the offering be reduced below 30% of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, in which case the selling Holders may be excluded further if (i) the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Section 3.3.2 concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company, or corporation, the right partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s equity pursuant to the contrary set forth in this Section 52.2, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by equityholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering (after reasonable consultation with the Holders who have elected to include Registrable Securities in such registration). If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of equity securities in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of equity securities allocated to any Holder to the nearest one hundred (assuming for 100) equity securities. Notwithstanding the purposes foregoing, in no event shall (a) the number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (b) the number of all Class B Shares into Class A SharesRegistrable Securities included in the offering be reduced below thirty percent (30%) of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, in which case the selling Holders may be excluded further if (i) the underwriters make the determination described above and no other equityholder’s securities are included in such offering. For purposes of the provision in this Section 2.3.2 concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company, or corporation, the right partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 53.2, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (assuming for 100) shares. Notwithstanding the purposes foregoing, in no event shall (a) the number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, (b) the number of all Class B Shares into Class A Shares) Registrable Securities included in the offering be reduced below 25% of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering, or (ic) any securities held by a Principal Stockholder Common Holder be included in such offering if any Registrable Securities held by any Investor (and that such Investor has requested to be registered) are excluded from such offering. For purposes of the right provision in this Section 3.3.2 concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 53.2, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (assuming for 100) shares. Notwithstanding the purposes foregoing, in no event shall (a) the number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (b) the number of all Class B Shares into Class A SharesRegistrable Securities included in the offering be reduced below thirty percent (30%) of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, in which case the selling Holders may be excluded further if (i) the underwriters make the determination described above and no other stockholder’s securities are included in such offering For purposes of the provision in this Section 3.3.2 concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company, or corporation, the right partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 52.3, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in no event shall (assuming for i) the purposes number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (ii) the number of all Class B Shares into Class A SharesRegistrable Securities included in the offering be reduced below twenty-five percent (25%) of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO (if the Company has not already completed a Direct Listing), in which case the selling Holders may be excluded further if (ithe underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Section 2.4(b) concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company, or corporation, the right partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such “selling Holder,” as defined in this sentence. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriter(s) other than representations, warranties or agreements regarding such Holder, such Holder’s Registrable Securities, such Holder’s intended method of distribution and has made a request for such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize any other representations required by law or reasonably required by the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Sharesunderwriter(s).

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 53.2, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in no event shall (assuming for a) the purposes number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (b) the number of all Class B Shares into Class A Shares) Registrable Securities included in the offering be reduced below 25% of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, in which case the selling Holders may be excluded entirely if (i) the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Section 3.3.2 concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company, or corporation, the right partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 53.2, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the. number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (assuming for 100) shares. Notwithstanding the purposes foregoing, in no event shall (a) the number of this calculation Registrable Securities included in the full conversion offering be reduced unless all .other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (b) the number of all Class B Shares into Class A SharesRegistrable Securities included in the offering be reduced below twenty-five percent (25%) of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, if (i) in which case the selling Holders may be excluded entirely provided that no other stockholder’s securities are included in such offering. For purposes of the provision in this Section 3.3.2 concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company, or corporation, the right partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members; and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 53.2, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in no event shall (assuming for a) the purposes number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, (b) the number of all Class B Shares into Class A Shares) Registrable Securities included in the offering be reduced below 30% of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering or (ic) notwithstanding clause (b) above, any Registrable Securities which are not Key Holder Registrable Securities be excluded from such underwriting unless all Key Holder Registrable Securities are first excluded from such offering. For purposes of the provision in this Section 3.3.2 concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company, or corporation, the right partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything any other provision of this Section 2(a) to the contrary set forth in this Section 5contrary, if the managing underwriters for a Demand Registration involves an underwritten public offering advise and the representative of the underwriter or underwriters advises the Company in writing that their opinion that and the inclusion of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize Demanding IPO Stockholders or the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchangeDemanding Non-IPO Stockholders, if as applicable, for the Registrable Shares)that, then in its view, the number of Registrable Securities that the Registering Stockholders propose to include in such Registration exceeds the largest number of Registrable Securities that can be sold in such Registration without having an adverse effect on the offering contemplated thereby (a “Demand Marketing Limitation”), including the price at which such Registrable Shares proposed Securities can be sold, then first, the number of Other Registrable Securities to be included in such registration by each Holder Registration shall be reduced to such lower number of Registrable Shares that the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis (based on the number of Other Registrable Securities that each such Other Holder proposed to include in accordance with such Registration) to the Proportionate Percentages (assuming for extent so required by the purposes Demand Marketing Limitation and, thereafter, the number of this calculation the full conversion of all Class B Shares into Class A Shares) of Registrable Securities to be included in such Holders immediately prior to such offering, except, if (i) Registration shall be reduced on a Principal Stockholder has the right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize basis (based on the success number of Registrable Securities that each such offering (including selling at a price per share that is an unreasonable discount Holder proposed to include in such Registration) to the price extent so required by the Demand Marketing Limitation. No Registrable Securities or Other Registrable Securities excluded from any Registration by reason of the Demand Marketing Limitation shall be included in such Registration. If the Demanding IPO Stockholders, Demanding Non-IPO Stockholders or any other Holder that could be achieved taking into account any prices quoted on any national securities exchangehas requested inclusion in such Registration as provided above disapproves of the terms of the underwriting, if applicable, for the Registrable Shares) and (B) that the proposed reduction is as close such Person may elect to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount withdraw therefrom by written notice to the price that could Company, the representative of the underwriter or underwriters and the Demanding IPO Stockholders or Demanding Non-IPO Stockholders, as applicable. The securities so withdrawn shall also be achieved taking into withdrawn from Registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account any prices quoted on any national securities exchange, in such Registration if applicable, for the representative of the underwriter or underwriters so agrees and if the number of Registrable Shares)Securities which would otherwise have been included in such Registration will not thereby be limited.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of Purchaser Common Stock pursuant to paragraph 2.1, the contrary set forth Purchaser shall not be required to include any of the Relevant Holders’ Registrable Securities in this Section 5such underwriting unless the Relevant Holders accept the terms of the underwriting as agreed upon between the Purchaser and its underwriters, if and then only in such quantity as the managing underwriters for an underwritten offering advise the Company in writing that their opinion that the inclusion of all Registrable Shares proposed to be included in any registration by any Holder would significantly sole discretion determine will not jeopardize the success of such the offering (including selling at a price per share that is an unreasonable discount to by the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Purchaser. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Purchaser) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Purchaser shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Purchaser in their reasonable discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Relevant Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned by each selling Relevant Holder or in such other proportions as shall mutually be agreed to by all such selling Relevant Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages (assuming above provisions, the Purchaser or the underwriters may round the number of shares allocated to any Relevant Holder to the nearest one 100 shares. For purposes of the provision in this paragraph 2.2 concerning apportionment, for any selling Relevant Holder that is a partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders and affiliates of such Relevant Holder, as applicable, or the estates and Immediate Family Members of any such partners, members, retired partners and retired members, and any trusts for the purposes benefit of this calculation any of the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior foregoing persons, shall be deemed to such offeringbe a single “selling Relevant Holder”, except, if (i) a Principal Stockholder has the right to request the selection of a Selected Underwriter and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Relevant Holder” shall be based upon the aggregate number of Registrable Securities owned by all persons included in such selection“selling Relevant Holder”, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 53.2, if the managing underwriters for an underwritten offering advise the Company will not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder shall the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company will be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering will be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as will mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (assuming for 100) shares. Notwithstanding the purposes foregoing, in no event will (a) the number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, (b) the number of all Class B Shares into Class A SharesRegistrable Securities included in the offering be reduced below thirty percent (30%) of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering or (ic) notwithstanding clause (b) above, any Registrable Securities which are not Key Holder Registrable Securities be excluded from such underwriting unless all Key Holder Registrable Securities are first excluded from such offering. For purposes of the provision in this Section 3.3.2 concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company, or corporation, the right partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, will be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” will be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 3.2, the contrary set forth in this Section 5, if the managing underwriters for an underwritten offering advise underwriter(s) will be selected by the Company and the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by Holders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that the managing underwriters advise Securities owned or held by each selling Holder or in such Holder may sellother proportions as shall mutually be agreed to by all such selling Holders; provided, however, if a Regulated Holder and its Transferees, individually or together, is deemed to be in control of the Company (as “control” is used for purposes of the BHCA) or believes in good faith, based on the advice of legal counsel, that it may be deemed to be in control of the Company (as “control” is used for purposes of the BHCA) or that it is not permitted to hold all or part of its shares of Series D-1 Preferred Stock or, if applicable, any other securities of the Company, under the relevant banking laws, regulations and agency interpretations and guidance, then, if requested by such reduction Regulated Holder or Transferee, the Company will cooperate in good faith to provide the Regulated Holder with information relevant to its determination under this section and the Company will use its commercially reasonable efforts to cooperate with the Regulated Holder and its Transferees to facilitate the inclusion of that portion of its shares of Series D-1 Preferred Stock or any other securities of the Company then-held by the Regulated Holder and its Transferees, as applicable, in the underwriting necessary, as determined by the Regulated Holder and its Transferees in good faith, necessary to avoid the Regulated Holder and its Transferees being deemed to be in control of the Company (as “control” is used for purposes of the BHCA) or to permit the Regulated Holder and its Transferees to hold its remaining shares of Series D-1 Preferred Stock or any other securities of the Company then-held by the Regulated Holder under relevant banking laws, regulations and agency interpretations and guidance, provided, however, that, notwithstanding the foregoing, the total number of shares to be underwritten shall not exceed the limitation on the number of shares to be done on a pro rata basis underwritten as advised by the managing underwriter(s). Notwithstanding the foregoing, in no event shall (a) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, (b) the number of Registrable Securities included in the offering be reduced below 30% of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further or entirely if the underwriters make the determination described above and no other stockholder’s securities are included in such offering, or (c) notwithstanding (b) above, any Registrable Securities which are not Key Holder Registrable Securities be excluded from such underwriting unless all Key Holder Registrable Securities are first excluded from such offering. To facilitate the allocation of shares in accordance with the Proportionate Percentages (assuming above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. For purposes of the provision in this Section 3.3.2 concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the purposes benefit of this calculation any of the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior foregoing Persons, shall be deemed to such offering, except, if (i) be a Principal Stockholder has the right to request the selection of a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 53.2, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (assuming for 100) shares. Notwithstanding the purposes foregoing, in no event shall (a) the number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (b) the number of all Class B Shares into Class A Shares) Registrable Securities included in the offering be reduced below 25% of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, in which case the selling Holders may be excluded entirely if (i) the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Section 3.3.2 concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company, or corporation, the right partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 53.2, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by shareholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (assuming for 100) shares. Notwithstanding the purposes foregoing, in no event shall (a) the number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (b) the number of all Class B Shares into Class A SharesRegistrable Securities included in the offering be reduced below twenty-five percent (25%) of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is an IPO in which the aggregate public offering price (before deduction of underwriters’ discounts and commissions) equals or exceeds Fifty Million Dollars ($50,000,000), in which case the selling Holders may be excluded further if (i) the underwriters make the determination described above and no other shareholder’s securities are included in such offering. For purposes of the provision in this Section 3.3.2 concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company, or corporation, the right partners, members, retired partners, retired members, shareholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of Parent’s capital stock pursuant to Section 2.1, Parent shall not be required to include any of the contrary set forth Holders’ Registrable Securities in this Section 5, if such underwriting unless the managing underwriters for an underwritten offering advise Holders accept the Company in writing that their opinion that terms of the inclusion of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize underwriting as agreed upon between Parent and its underwriters. If the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares), then the total number of such Registrable Shares proposed Securities requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder Parent) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then Parent (i) shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and Parent in their sole discretion determine will not jeopardize the success of the offering and (ii) may, if the underwriters and Parent in their sole discretion determine appropriate to ensure the success of the offering, exclude from the registration and such offering all such Registrable Securities. If the underwriters determine that some amount equal to less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable) to the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, Parent or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (assuming 100) shares. Notwithstanding the foregoing, in no event shall the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by Parent or securities constituting Debt Conversion Shares) are first entirely excluded from the offering. For purposes of the provision in this Section 2.2 concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the purposes benefit of this calculation any of the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior foregoing Persons, shall be deemed to such offering, except, if (i) be a Principal Stockholder has the right to request the selection of a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 53.2, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable) to the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (assuming for 100) shares. Notwithstanding the purposes foregoing, in no event shall (a) the number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (b) the number of all Class B Shares into Class A Shares) Registrable Securities included in the offering be reduced below 25% of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, in which case the selling Holders may be excluded further if (i) the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Section 3.3.2 concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company or corporation, the right partners, members, retired partners, retired members, stockholders and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of Slinger Bag Common Stock pursuant to paragraph 2.1, Slinger Bag shall not be required to include any of the contrary set forth Relevant Holders’ Registrable Securities in this Section 5such underwriting unless the Relevant Holders accept the terms of the underwriting as agreed upon between Slinger Bag and its underwriters, if and then only in such quantity as the managing underwriters for an underwritten offering advise the Company in writing that their opinion that the inclusion of all Registrable Shares proposed to be included in any registration by any Holder would significantly sole discretion determine will not jeopardize the success of such the offering (including selling at a price per share that is an unreasonable discount to by Slinger Bag. If the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder Slinger Bag) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then Slinger Bag shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and Slinger Bag in their reasonable discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Relevant Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned by each selling Relevant Holder or in such other proportions as shall mutually be agreed to by all such selling Relevant Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages (assuming above provisions, Slinger Bag or the underwriters may round the number of shares allocated to any Relevant Holder to the nearest one 100 shares. For purposes of the provision in this paragraph 2.2 concerning apportionment, for any selling Relevant Holder that is a partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders and affiliates of such Relevant Holder, as applicable, or the estates and Immediate Family Members of any such partners, members, retired partners and retired members, and any trusts for the purposes benefit of this calculation any of the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior foregoing persons, shall be deemed to such offeringbe a single “selling Relevant Holder”, except, if (i) a Principal Stockholder has the right to request the selection of a Selected Underwriter and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Relevant Holder” shall be based upon the aggregate number of Registrable Securities owned by all persons included in such selection“selling Relevant Holder”, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares).defined in this sentence. Share sale agreement Slinger Bag Australia Pty Ltd MinterEllison Ref: MAW JDH 1345329 Page 66

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of Shares (or any depositary receipts issued by an institutional depositary upon deposit of any Shares) pursuant to the contrary set forth in this Section 53.3 hereof, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by holders of the Company’s securities to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable) to the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (assuming for 100) shares. Notwithstanding the purposes foregoing, in no event shall (i) the number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (ii) the number of all Class B Shares into Class A Shares) Registrable Securities included in the offering be reduced below 30% of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, in which case the selling Holders may be excluded further if (ithe underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Section 3.4(b) concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company, or corporation, the right partners, members, retired partners, retired members, shareholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of Buyer Common Stock pursuant to paragraph 2.1, the contrary set forth Buyer shall not be required to include any of the Relevant Holders’ Registrable Securities in this Section 5such underwriting unless the Relevant Holders accept the terms of the underwriting as agreed upon between the Buyer and its underwriters, if and then only in such quantity as the managing underwriters for an underwritten offering advise the Company in writing that their opinion that the inclusion of all Registrable Shares proposed to be included in any registration by any Holder would significantly sole discretion determine will not jeopardize the success of such the offering (including selling at a price per share that is an unreasonable discount to by the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Buyer. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Buyer) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Buyer shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Buyer in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Relevant Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned by each selling Relevant Holder or in such other proportions as shall mutually be agreed to by all such selling Relevant Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages (assuming above provisions, the Buyer or the underwriters may round the number of shares allocated to any Relevant Holder to the nearest one 100 shares. For purposes of the provision in this paragraph 2.2 concerning apportionment, for any selling Relevant Holder that is a partnership, limited liability company or corporation, the partners, members, retired partners, retired members, stockholders and affiliates of such Relevant Holder, as applicable, or the estates and Immediate Family Members of any such partners, members, retired partners and retired members, and any trusts for the purposes benefit of this calculation any of the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior foregoing persons, shall be deemed to such offeringbe a single “selling Relevant Holder”, except, if (i) a Principal Stockholder has the right to request the selection of a Selected Underwriter and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Relevant Holder” shall be based upon the aggregate number of Registrable Securities owned by all persons included in such selection“selling Relevant Holder”, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything to the contrary set forth in this Section 5(a) If a Demand Registration involves an Underwritten Offering, if and the managing underwriters for an underwritten offering advise underwriter advises the Company in writing that their opinion that (with a copy to each Holder requesting Registration) that, in its opinion, the inclusion number of all Registrable Shares proposed Securities and other securities of the Company held by any other Person requested to be included in any registration such Registration exceeds the number which can be sold in (or during the time of) such offering within a price range acceptable to the holders of a majority (by number of shares) of the Registrable Securities requested to be included in such Registration, the Company will include in such Registration all Registrable Securities requested to be included in such Registration (unless the provisions of the following sentence apply) and will include in such Registration other securities of the Company held by any Holder would significantly jeopardize the success of such offering other Person (including selling at a price per share that is an unreasonable discount any securities proposed to be issued and sold by the Company) only to the price extent that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares), then the number of shares that the Company is advised can be so sold in (or during the time of) such offering exceeds the number of Registrable Securities to be included in such Registration. If a Demand Registration involves an Underwritten Offering, and the managing underwriter advises the Company in writing (with a copy to each Holder requesting registration) that, in its opinion, the number of Registrable Securities requested to be included in such Registration exceeds the number which can be sold in (or during the time of) such Underwritten Offering within a price range acceptable to the holders of a majority (by number of shares) of the Registrable Securities requested to be included in such registration, the Company will include in such Registration only Registrable Securities requested to be included in such Registration. In such event, such Registrable Shares proposed Securities will be included in such Registration only to the extent of the number of shares which the Company is advised can be so sold in (or during the time of) such Underwritten Offering; the Registrable Securities to be included in such registration by each Holder shall be reduced to such lower number taken up pro rata from the holders of Registrable Shares that Securities requesting such Registration on the managing underwriters advise basis of the percentage of Registrable Securities requested to be included in such Holder may sellRegistration; provided, however, that and all shares proposed to be sold by the Company or any such reduction other party shall be done on deleted from such Registration prior to effecting any reduction of Registrable Securities by the holders thereof under this paragraph (a). In the event that less than all of the Registrable Securities requested to be included in a pro rata basis Demand Registration are not included in accordance with such Demand Registration as a result of an underwriter cutback pursuant to the Proportionate Percentages (assuming for the purposes provisions of this calculation Section 2.3, such Demand Registration shall not be deemed the full conversion of all Class B Shares into Class A Shares) of such Demand Registration to which the Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)are entitled.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 52.2, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their opinion that the inclusion of all Registrable Shares proposed to be included in any registration by any Holder would significantly sole discretion determine will not jeopardize the success of such the offering (including selling at a price per share that is an unreasonable discount to by the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one 100 shares. Notwithstanding the foregoing, in no event shall (assuming for i) the purposes number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of all Class B Shares into Class A Shares) Registrable Securities included in the offering be reduced below 30% of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, in which case the selling Holders may be excluded further if (ithe underwriters make the determination described above in this Section 2.3(b) and no other stockholder’s securities are included in such offering. For purposes of the provision in this Section 2.3(b) concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company or corporation, the right partners, members, retired partners, retired members, stockholders and Affiliates of such Holder, as applicable, or the estates and Immediate Family Members of any such partners, members, retired partners and retired members, and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder”, and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such selection“selling Holder”, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 53.2, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (assuming for 100) shares. Notwithstanding the purposes foregoing, in no event shall (a) the number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (b) the number of all Class B Shares into Class A SharesRegistrable Securities included in the offering be reduced below twenty-five percent (25%) of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, in which case the selling Holders may be excluded further if (i) the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Section 3.3.2 concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company, or corporation, the right partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 53.2, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (assuming for 100) shares. Notwithstanding the purposes foregoing, in no event shall (a) the number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, (b) the number of all Class B Shares into Class A Shares) Registrable Securities included in the offering be reduced below 30% of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering or (ic) notwithstanding clause (b) above, any Registrable Securities which are not Key Holder Registrable Securities be excluded from such underwriting unless all Key Holder Registrable Securities are first excluded from such offering For purposes of the provision in this Section 3.3.2 concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company, or corporation, the right partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.

Underwriter Cutback. Notwithstanding anything In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to the contrary set forth in this Section 53.2, if the managing underwriters for an underwritten offering advise the Company shall not be required to include any of the Holders’ Registrable Securities in writing that their opinion that such underwriting unless the inclusion Holders accept the terms of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to underwriting as agreed upon between the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for Company and its underwriters. If the Registrable Shares), then the total number of such securities, including Registrable Shares proposed Securities, requested by stockholders to be included in such registration offering exceeds the number of securities to be sold (other than by each Holder the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be reduced required to include in the offering only that number of such lower securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable) to the number of Registrable Shares that Securities owned or held by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the managing underwriters advise such Holder may sell; provided, however, that any such reduction shall be done on a pro rata basis allocation of shares in accordance with the Proportionate Percentages above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (assuming for 100) shares. Notwithstanding the purposes foregoing, in no event shall (a) the number of this calculation Registrable Securities included in the full conversion offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, (b) the number of all Class B Shares into Class A Shares) Registrable Securities included in the offering be reduced below 25% of such Holders immediately prior to the total number of securities included in such offering, exceptunless such offering is the IPO, in which case the selling Holders may be excluded entirely if the underwriters make the determination described above and no other stockholder’s securities are included in such offering or (ic) notwithstanding clause (b) above, any Registrable Securities held by the Investors be excluded from such underwriting unless all Key Holder Registrable Securities are first excluded from such offering. For purposes of the provision in this Section 3.3.2 concerning apportionment, for any selling Holder that is a Principal Stockholder has partnership, limited liability company, or corporation, the right partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to request the selection of be a Selected Underwriter single “selling Holder,” and any pro rata reduction with respect to such underwritten offering and has made a request for “selling Holder” shall be based upon the aggregate number of Registrable Securities owned or held by all Persons included in such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including “selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is Holder,” as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares)defined in this sentence.