Common use of Underwriter’s Cutback Clause in Contracts

Underwriter’s Cutback. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based on the number of shares of Registrable Securities or Piggyback Securities requested to be registered by each such holder.

Underwriter’s Cutback. The In the event that an underwriter determines that marketing factors (including an adverse effect on the per share offering price) exist that would require a limitation of the number of shares to be underwritten in any registration of shares, and, as a result, decides to limit the number of shares included in such registration by excluding any or all Registrable Securities from such registration, the following provisions shall apply. If the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by Stockholders shall be excluded unless the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 6.2, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution purpose of the securities to be includedexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if a limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other shares of Common Stock that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The In connection with any registration of shares, including any Underwritten Shelf Takedown, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration or Underwritten Shelf Takedown by excluding any or all Registrable Securities from such registration or Underwritten Shelf Takedown. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration or Underwritten Shelf Takedown, the Company shall use its best efforts to cause advise all holders of the managing underwriter Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration or underwriters of a proposed underwritten offering to permit Underwritten Shelf Takedown shall be allocated in the following manner: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) registration or pursuant to Underwritten Shelf Takedown by other piggyback registration rights granted by shareholders shall be excluded unless the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 6.2, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution purpose of the securities to be includedexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if a limitation on the number of shares is still required, the number of Registrable Securities Securities, Parity Shares and other shares of Common Stock that may be included in such registration or Piggyback Securities requested to Underwritten Shelf Takedown shall be registered by each such holder.allocated, as nearly as practicable, as follows:

Underwriter’s Cutback. The Company shall use its best efforts In connection with any registration of shares, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to cause be underwritten. Notwithstanding any contrary provision of this Section 7 and subject to the managing terms of this Section 7.3.1, the underwriter may limit the number of shares that would otherwise be included in such registration by excluding any or underwriters of a proposed underwritten offering to permit the all Registrable Securities from such registration (it being understood that the number of shares that the Company seeks to have registered in such registration will not be subject to exclusion, in whole or in part, under this Section 7.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company will advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration will be allocated in the following manner, unless the underwriter will determine that marketing factors require a different allocation: shares, other than Registrable Securities, requested to be included in such registration by shareholders will be excluded unless the Registration for such offering under Section 2.2(a) or pursuant to other piggyback Company has, with the consent of the Majority Investors, granted registration rights granted by that are to be treated on an equal basis with Registrable Securities for the Companypurpose of the exercise of the underwriter cutback (in which case Shares of Common Stock that are subject to such registration rights will be treated as Registrable Securities for purposes of this Section 7.3.1); and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities or Piggyback that may be included in such registration will be allocated among holders thereof pro rata in accordance with the respective amounts of Registrable Securities requested to that may be registered included in such registration held by each such holder. For purposes of any underwriter cutback, all Registrable Securities held by any holder of Registrable Securities will also include any Registrable Securities held by the partners, retired partners, shareholders or affiliated entities of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing persons and, at the election of such holder or such partners, retired partners, trusts or affiliated entities, and such holder and other persons will be deemed to be a single selling holder, and any pro rata reduction with respect to such selling holder will be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation will be included in such registration. Upon delivery of a written request that Registrable Securities be included in the underwriting pursuant to Section 7.1.1 or 7.2.1.1, the holder thereof may not thereafter elect to withdraw therefrom without the written consent of the Company and the Majority Investors.

Underwriter’s Cutback. The Company shall use its best efforts Notwithstanding any contrary provision of this Section 1, if, in connection with any registration of Registrable Securities, the underwriter determines that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to cause be underwritten, the managing underwriter or underwriters may limit the number of a proposed underwritten offering to permit the Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) registration and underwriting or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such may exclude Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which entirely from such holders registration and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sellunderwriting, subject to the provisions terms of Section 2.1(c)this paragraph. The Company shall so advise all holders of the Company's securities that would otherwise be registered and underwritten pursuant hereto, and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based on the number of shares of such securities, including Registrable Securities, that may be included in the registration and underwriting (and thereby sold by Persons other than the Company) shall be allocated so that the number of Registrable Securities or Piggyback that may be included shall be allocated among the holders of Registrable Securities requested thereof in proportion, as nearly as practicable, to be registered the respective amounts of Registrable Securities held by each such holderholder at the time of filing the Registration Statement. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.

Underwriter’s Cutback. The In connection with any registration of shares in an underwritten offering, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 8 and subject to the terms of this Section 8.4.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 8.4.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Companyshareholders shall be excluded; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities that may be included in such registration shall be allocated among the holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which each such holder requested be registered in such registration. For purposes of any underwriter cutback, all Registrable Securities held by any holder of Registrable Securities which is a partnership, corporation or Piggyback limited liability company shall also include any Registrable Securities requested held by the partners, retired partners, shareholders, members or affiliated entities of such holder, or the estates and family members of any such partners, retired partners and members and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be deemed to be registered a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by each all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.

Underwriter’s Cutback. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by 4.1 (the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings Underwritten Offering informs the Company and the holders of such Registrable Piggyback Securities in writing that that, in its opinion, the total amount or kind number of securities, shares of Common Stock (including the Piggyback Securities, ) requested to be included in such Registration exceeds the number which such holders and any other persons or entities intend to include can be sold in such offering would be reasonably likely within a price range acceptable to adversely affect the price or distribution party who has requested the filing of the securities offered in such offering Registration Statement (the Company or other holders of the timing thereofCompany's Common Stock, as the case may be, hereafter referred to as the "Requesting Party"), then the securities shares of Common Stock to be included in such Registration shall be the number that can be sold within a price range acceptable to the Requesting Party, selected (i) first, 100% from the shares of Common Stock originally proposed by the securities that Requesting Party to be included in the Company or the holder or holders making a request Registration for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rightssuch offering, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, and only if all the number shares of securities thatCommon Stock referenced in clause (i) have been included, in the opinion from shares of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities Common Stock subject to piggyback registration rights originally proposed to be includedincluded by all holders of shares of Common Stock (other than the Requesting Party), selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to based upon the extent any total ownership of such holders has requested pursuant shares of Common Stock subject to Section 2.2(a) or pursuant to other incidental piggyback registration rights to be included of such holders, and (iii) third, and only if all of the shares of Common Stock referenced in clause (ii) have been included, from any other securities eligible for inclusion in such Piggyback Registration, based on the number of shares of Registrable Securities or Piggyback Securities requested to be registered by each such holder.

Underwriter’s Cutback. The Company shall use its best efforts In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to cause be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the managing terms of this Section 3.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or underwriters of a proposed underwritten offering to permit the all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration will not be subject to exclusion, in whole or in part, under this Section 3.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company will advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration will be allocated in the following manner, unless the underwriter will determine that marketing factors require a different allocation: shares, other than Registrable Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by stockholders will be excluded unless the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 6.2 hereof, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution purpose of the securities to be includedexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if a limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other shares of Common Stock that may be registered by each included in such holder.registration will be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), ) and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based on the number of shares of Registrable Securities or Piggyback Securities requested to be registered by each such holder.

Underwriter’s Cutback. The Company shall use its best efforts Subject to cause the requirements of Section 11 hereof, if in the good faith judgment of the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters inclusion of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution all of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders shares of Registrable Securities and holders any other Common Stock requested to be registered would interfere with the successful marketing of Piggyback Securities to the extent any a smaller number of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationshares, based on then the number of shares of Registrable Securities or Piggyback and other Common Stock to be included in the offering shall be reduced to such smaller number with the participation in such offering to be in the following order of priority: (1) first, the shares of Common Stock which the Company proposes to sell for its own account, (2) second, the shares of Registrable Securities of all Holders of Registrable Securities requested to be registered included, PARI PASSU with all shares of GE Registrable Securities requested by GE to be included and all shares of any Person granted "piggyback" registration rights by the Company prior to the date hereof with respect to the Company's securities, as set forth in Schedule A attached hereto, requested by such Person to be included, and (3) third, any other shares of Common Stock requested to be included. Any necessary allocation among the Holders of shares within each of the foregoing groups shall be pro rata among such holderHolders requesting such registration based upon the number of shares of Common Stock and Registrable Securities owned by such Holders. All shares so excluded from the Underwritten Offering shall be withheld from the market by the Holders thereof for a period (not to exceed thirty (30) days prior to the effective date and one hundred twenty (120) days thereafter) that the managing underwriter reasonably determines is reasonably necessary in order to successfully market the securities to be offered in the Underwritten Offering.

Underwriter’s Cutback. The If the Piggy-Back Notice is with respect to a registration of securities in an Underwritten Offering, the Company shall use its best efforts to cause so advise the Investor in the Piggy-Back Notice and the Investor shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for the Underwritten Offering. Notwithstanding any other provision of a this Section 4.3, if the managing underwriter or underwriters determine that the inclusion of some or all of the Registrable Securities and securities proposed underwritten to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such number of Registrable Securities and securities as such underwriters have advised the Company can be sold in such offering without such adverse effect, to permit be allocated in the following manner: (i) in cases initially involving the registration for sale of securities for the Company’s own account: (A) first, one hundred percent (100%) of the securities that the Company proposes to sell for its own account; (B) second, the number of securities, if any, requested to be included in such offering by any stockholder pursuant to the Registration Rights Agreement; (C) third, the number of securities requested to be included in such offering by the Google Investor pursuant to the Google Investor Rights Agreement; (D) fourth, the number of securities requested to be included in such offering by the Major Holders (as defined in the Compass Solar Agreement), pro rata between such Major Holders based upon the number of securities which such Major Holders requested to be included in such offering; (E) fifth, the number of Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Investor; and (F) only if all of the securities referred to in clauses (A) through (E) have been included in such registration, any other securities eligible for inclusion in such registration; and (ii) in cases not initially involving the registration for sale of securities for the Company’s own account, if any ("Piggyback Securities")A) first, to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind number of securities, including Piggyback Securitiesif any, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities requested to be included in such offering by any stockholder pursuant to the Registration shall be (i) first, 100% of the securities that the Company Rights Agreement or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and MIRA; (iiB) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationoffering by the Google Investor pursuant to the Google Investor Rights Agreement; (C) third, based on the number of shares securities requested to be included in such offering by the Major Holders (as defined in the Compass Solar Agreement), pro rata between such Major Holders based upon the number of securities which such Major Holders requested to be included in such offering; (D) fourth, the number of Registrable Securities or Piggyback Securities requested to be registered included in such offering by each the Investor; (E) fifth, the number of securities that the Company proposes to sell for its own account; and (F) only if all of the securities referred to in clauses (A) through (E) have been included in such holderregistration, any other securities eligible for inclusion in such registration.

Underwriter’s Cutback. The In connection with any registration of --------------------- shares in an underwritten offering, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 8 and subject to the terms of this Section 8.4.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 8.4.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Companyshareholders shall be excluded; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities that may be included in such registration shall be allocated among the holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which each such holder requested be registered in such registration. For purposes of any underwriter cutback, all Registrable Securities held by any holder of Registrable Securities which is a partnership, corporation or Piggyback limited liability company shall also include any Registrable Securities requested held by the partners, retired partners, shareholders, members or affiliated entities of such holder, or the estates and family members of any such partners, retired partners and members and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be deemed to be registered a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by each all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 2 and subject to the terms of this Section 2.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 2.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration such registration by other shareholders shall be excluded except for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by any shares which the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 5.2, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution purpose of the securities to be includedexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if a limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested Securities, Parity Shares and other shares of Common Stock that may be included in such registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows (but giving effect to be registered by each such holder.Section 7.8):

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Article III and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter shall determine that marketing factors require Manager Holders to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the be cutback disproportionately: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by shareholders shall be excluded unless the Company, if any ("Piggyback Securities")with the consent of the Requisite Principal Investors, has granted registration rights which are to be included treated on an equal basis with Registrable Securities for the same terms and conditions as any similar securities included therein. Notwithstanding purpose of the foregoingexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other shares of Common Stock that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The Company Major Holders who request to participate in such Underwritten Offering shall use its best efforts to cause (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of a proposed underwritten offering to permit selected for the Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted Underwritten Offering by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoingany other provision of this Section 5.1, if the managing underwriter or underwriters determine that the inclusion of any such proposed underwritten offerings informs some or all of the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities proposed to be included in the registration and the Underwritten Offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall register and include in such Registration shall Underwritten Offering only such number of Registrable Securities as such underwriters have advised the Company can be sold in such offering without such adverse effect, to be allocated in the following manner: (i) first, one hundred percent (100% %) of the securities Registrable Securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and ; (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationoffering by any stockholder pursuant to the Registration Rights Agreement or the MIRA; (iii) third, based on the number of shares of Registrable Securities or Piggyback Securities requested to be registered included in such offering by each any stockholder pursuant to the Defenders Agreement; (iv) fourth, the number of Registrable Securities requested to be included in such holder.offering by any stockholder pursuant to the Google Agreement; (v) fifth, the number of Registrable Securities requested to be included in such offering by the Major Holders that have requested to participate in the registration, pro rata between such Major Holders based upon the number of Registrable Securities which such Major Holders requested to be included in such offering; and (vi) only if all of the Registrable Securities referred to in clauses (i) through (v) have been included in such registration, any other securities eligible for inclusion in such registration. 5.2

Underwriter’s Cutback. The Company shall use its best efforts Notwithstanding the foregoing, if a registration pursuant to cause this Section 4 involves an Underwritten Offering (as defined in Section 4(h)(ii)) and the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings Underwritten Offering informs the Company and the holders of such Registrable Securities in writing that that, in its opinion, the total amount or kind number of securities, including Piggyback Securities, securities which such holders Stockholders and any other persons or entities Persons intend to include in such offering would be reasonably likely to adversely affect the price price, timing or distribution of the securities offered in such offering or the timing thereofoffering, then the number of securities proposed to be included in such Registration registration shall be included in the following order: (i) first, 100% of the securities that proposed to be sold in such registration by the Company or the holder or holders making any Person (other than a request for Stockholder) exercising a Demand Registration pursuant contractual right to Section 2.1 or pursuant to other demand registration rightsRegistration, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of securities Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without an having such adverse effect on the priceeffect, timing or distribution of the securities with such number to be included, selected allocated pro rata among the Stockholders and any other holders of securities of the Company that have requested to participate in such registration based on the relative number of Registrable Securities then held by each such Stockholder (provided that any securities thereby allocated to a Stockholder that exceed such Stockholder’s request shall be reallocated among the remaining requesting Stockholders and any other holders of Piggyback securities of the Company in like manner) and (iii) third, and only if all of the Registrable Securities referred to the extent any of such holders has requested pursuant to Section 2.2(ain clause (ii) or pursuant to other incidental registration rights to be have been included in such Piggyback Registration, based on the number of shares of Registrable Securities or Piggyback Securities requested to be registered by each any other securities eligible for inclusion in such holderregistration.

Underwriter’s Cutback. The In connection with any registration of shares of Common Stock, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares of Common Stock to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares of Common Stock which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares of Common Stock which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares of Common Stock to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters shall determine that marketing factors require a different allocation: shares of a proposed underwritten offering to permit the Common Stock, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by shareholders shall be excluded unless the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 6.2, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution purpose of the securities to be includedexercise of the underwriter cutback (such shares afforded such equal treatment, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationcollectively, based “Parity Shares”); and, if a limitation on the number of shares of Common Stock is still required, the number of Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other shares of Common Stock that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter in its best efforts to cause the managing underwriter or underwriters of sole discretion shall determine in good faith that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in such registration by shareholders shall be excluded unless the Registration for such offering under Section 2.2(a) or pursuant to other piggyback Company has, with the consent of the Majority Investors, granted registration rights granted by which are to be treated on an equal basis with Registrable Securities for the Companypurpose of the exercise of the underwriter cutback; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities and other shares of Common Stock that may be included in such registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Stock which each shareholder requested be registered in such registration. For purposes of any underwriter cutback, all Common Stock held by any holder of Registrable Securities shall also include any Common Stock held by the partners, retired partners, shareholders or Piggyback Securities requested affiliated entities of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing persons and, at the election of such holder or such partners, retired partners, trusts or affiliated entities, any Charitable Organization to which any of the foregoing shall have contributed Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering, and such holder and other persons shall be deemed to be registered a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by each all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Upon delivery of a written request that Registrable Securities be included in the underwriting pursuant to Section 3.1.1 or 3.2.1, the holder thereof may not thereafter elect to withdraw therefrom without the written consent the Company and the Majority Investors.

Underwriter’s Cutback. The Company shall use its best efforts will not include in any demand registration pursuant to cause Section 2.1 any securities which are not Registrable Shares without the prior written consent of the Selling Holders owning a majority of the Apax Registrable Shares included in such registration. Notwithstanding any other provision of this Agreement, if the managing underwriter or underwriters determines that the inclusion of a proposed all shares requested to be registered in an underwritten offering to permit would adversely affect the offering, the Company may (and if requested by the Holders of the Apax Registrable Securities requested Shares, will) limit the number of Registrable Shares to be included in the Registration Statement for such offering. If the registration has been requested by the Holders pursuant to Section 2.1 hereof, the number of shares that are entitled to be included in the Registration Statement for such offering under Section 2.2(awill be allocated in the following manner: (a) or pursuant to other piggyback registration rights granted by the Companyfirst, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters shares of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of equity securities, including Piggyback Securitiesother than Registrable Shares, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities requested to be included in such Registration shall registration by shareholders will be excluded, (ib) firstsecond, 100% shares of the Company equity securities that the Company or the holder or holders making a request for a Demand Registration pursuant desires to Section 2.1 or pursuant to other demand include in such registration rightswill be excluded, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (iic) secondthird, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Management Registrable Securities and holders of Piggyback Securities to the extent any of such holders has Shares requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationregistration by the Holders will be excluded, based (d) fourth, the Coinvestor Registrable Shares requested to be included in such registration by the Holders will be excluded and (e) fifth, the Apax Registrable Shares requested to be included in such registration by the Holders will be excluded; provided that until such time as the Coinvestor Registrable Shares become eligible for sale to the public pursuant to Rule 144 under the Securities Act, the Coinvestor Registrable Shares and Apax Registrable Shares requested to be included in such registration by the Holder will be excluded on a pro rata basis . If the registration has been initiated other than pursuant to Section 2.1 hereof, the number of shares that are entitled to be included in the Registration Statement for such offering will be allocated in the following manner: (x) first, shares of Company equity securities, other than Registrable Securities or Piggyback Securities Shares, requested to be included in such registration by shareholders will be excluded, (y) second, Registrable Shares requested to be included in such registration by Holders will be excluded and (z) third, shares of Company equity securities that the Company desires to include in such registration will be excluded. To the extent that the underwriters do not deem it necessary to exclude all of the shares requested to be registered by each any category of shareholders contemplated above, the number of shares that may be included in the registration will be allocated to the members of such holdercategory requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (assuming conversion of any convertible securities held by such shareholders) that they held at the time the Company gives the notice specified in Section 2 or 3.

Underwriter’s Cutback. The Company shall use its best efforts Subject to cause the requirements of Section 11 hereof, if in the good faith judgment of the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters inclusion of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution all of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders shares of Registrable Securities and holders any other Common Stock requested to be registered would interfere with the successful marketing of Piggyback Securities to the extent any a smaller number of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationshares, based on then the number of shares of Registrable Securities or Piggyback and other Common Stock to be included in the offering shall be reduced to such smaller number with the participation in such offering to be in the following order of priority: (1) first, the shares of Common Stock which the Company proposes to sell for its own account, (2) second, the shares of Registrable Securities of all Holders of Registrable Securities requested to be registered included, PARI PASSU with all shares of Carlyle Investors' Registrable Securities requested by the Carlyle Investors to be included and all shares of any Person granted "piggyback" registration rights by the Company prior to the date hereof with respect to the Company's securities, as set forth in Schedule A attached hereto, requested by such Person to be included, and (3) third, any other shares of Common Stock requested to be included. Any necessary allocation among the Holders of shares within each of the foregoing groups shall be pro rata among such holderHolders requesting such registration based upon the number of shares of Common Stock and Registrable Securities owned by such Holders. All shares so excluded from the Underwritten Offering shall be withheld from the market by the Holders thereof for a period (not to exceed thirty (30) days prior to the effective date and one hundred twenty (120) days thereafter) that the managing underwriter reasonably determines is reasonably necessary in order to successfully market the securities to be offered in the Underwritten Offering.

Underwriter’s Cutback. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if a registration pursuant to this Section 5 involves an Underwritten Offering (as defined in Section 5(f)) of Common Stock and the managing underwriter Managing Underwriter (or underwriters Managing Underwriters) of any such proposed Underwritten Offering determines that marketing factors require a limitation on the number or kind of Registrable Securities to be underwritten, the Managing Underwriter (or Managing Underwriters) may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten offerings informs pursuant hereto. The Company shall so advise all Management Stockholders requesting registration, and, notwithstanding anything to the Company contrary in the Stockholders Agreement, the number of Registrable Securities that may be included in the registration and underwriting by each of the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration Common Stock shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number amount of securities thatwhich all other holders of Common Stock (including LGP, CVC and the Management Stockholders) have requested to be included in such registration that the opinion of such underwriter Managing Underwriter (or underwriters, Managing Underwriters) believes can be sold without an such adverse effect on referred to above, such amount to, except as provided in the proviso below, be allocated pro rata among all such holders of Common Stock that have requested to have Common Stock included in such Underwritten Offering based upon the number of issued and outstanding shares of Common Stock to be underwritten that are owned by each applicable holder; provided that if the Managing Underwriter (or Managing Underwriters) in its good faith discretion is of the view that such pro rata portion Management Stockholders’ securities would be reasonably likely to adversely affect the price, timing or distribution of the securities to be includedoffered in such offering, selected pro rata among holders then the number of Registrable Securities and holders shares of Piggyback Securities to Common Stock held by the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights Management Stockholders to be included in such Piggyback RegistrationUnderwritten Offering may be reduced (on a non-pro rata basis) to the amount, based on if any, that the number of shares of Registrable Securities Managing Underwriter (or Piggyback Securities requested Managing Underwriters) believes can be sold without such adverse effect; provided, however, that the Company and the Principal Stockholders shall use commercially reasonable efforts to be registered by each such holdercause the Managing Underwriter (or Managing Underwriters) to eliminate any non pro-rata reduction described in the preceding proviso.

Underwriter’s Cutback. The Company shall use its best efforts If a registration made pursuant to cause this Section 1 is an underwritten primary registration on behalf of the Company, and the managing underwriter or underwriters advise the Company in writing that in their reasonable opinion based upon market conditions the number of a proposed underwritten offering to permit the Registrable Securities requested to be included in such registration exceeds the Registration for number which can be sold in such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Companyoffering, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to will include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be registration (i) first, 100% of the securities that Securities the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has Shares requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationregistration, based pro rata among the Holders of such Shares, on the basis of the number of shares Shares requested by such Holders to be included, and (iii) third, any other Securities to be included in such registration. If a registration made pursuant to this subparagraph (i) is an underwritten secondary registration on behalf of Registrable holders of the Company's Securities or Piggyback pursuant to a demand registration right, and the managing underwriters advise the Company in writing that in their reasonable opinion based upon market conditions the number of Securities requested to be registered included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the Securities requested to be included therein by each the holders requesting such holderregistration pursuant to a demand registration right, (ii) second, the Shares requested to be included by the Holders of such Shares, pro rata among the Holders of such Shares on the basis of the number of Shares requested by such Holders to be included, and (iii) third, any other Securities requested to be included in such registration.

Underwriter’s Cutback. The Company shall use its best efforts Subject to cause the requirements of Section 10 hereof, if in the good faith judgment of the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters inclusion of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution all of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders shares of Registrable Securities and holders any other shares of Piggyback Securities Common Stock requested to be registered would interfere with the extent any successful marketing of a smaller number of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationshares, based on then the number of shares of Registrable Securities or Piggyback and other shares of Common Stock to be included in the offering shall be reduced to such smaller number with the participation in such offering to be in the following order of priority: (1) first, the shares of Common Stock which the Company proposes to sell for its own account, (2) second, the shares of Series C Registrable Securities of all Series C Stockholders of Series C Registrable Securities and the Future Registrable Securities and Warrant Registrable Securities of all Stockholders requested to be registered included, (3) third, the shares of Registrable Securities of Other Stockholders requested to be included, and (4) fourth, any other shares of Common Stock requested to be included. Any necessary allocation among the Holders of shares within each of (2), (3) and (4) above shall be pro rata among such Holders requesting such registration based upon the number of shares of Common Stock and Registrable Securities owned by each such holderHolders. All shares so excluded from the Underwritten Offering shall be withheld from the market by the Holders thereof for a period (not to exceed thirty (30) calendar days prior to the effective date and one hundred eighty (180) calendar days thereafter for the Company's first public offering subsequent to the date hereof or not to exceed ninety (90) calendar days thereafter for the Company's subsequent Underwritten Offerings) that the managing underwriter reasonably determines is reasonably necessary in order to successfully market the securities to be offered in such offering.

Underwriter’s Cutback. The Company shall use its best efforts In connection with any registration of Equity Interests, the underwriter may determine that marketing factors (including an adverse effect on the per Equity Interest offering price) require a limitation of the number of Equity Interests to cause be underwritten. Notwithstanding any contrary provision of this Section 2 and subject to the managing terms of this Section 2.3(a), the underwriter may limit the number of Equity Interests which would otherwise be included in such registration by excluding any or underwriters of a proposed underwritten offering to permit the all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account and is not also a registration effected pursuant to Section 2.1 hereof, then the number of shares which the Company seeks to have registered in such registration will not be subject to exclusion, in whole or in part, under this Section 2.3(a). Upon receipt of notice from the underwriter of the need to reduce the number of Equity Interests to be included in the registration, the Company will advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of Equity Interests of such securities, including Registrable Securities, that may be included in the registration will be allocated in the following manner, unless the underwriter, with the consent of the Investor, will determine that marketing factors require a different allocation: Equity Interests, other than Registrable Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by stockholders will be excluded unless the Company, if with the consent of the parties required to approve any ("Piggyback Securities")amendment or waiver of this Agreement pursuant to Section 3.1 hereof, has granted registration rights which are to be included treated on an equal basis with Registrable Securities for the purpose of the exercise of the underwriter cutback (such Equity Interests afforded such equal treatment being “Parity Shares”); and, if a limitation on the same terms and conditions as any similar securities included therein. Notwithstanding number of Equity Interests is still required, the foregoing, if the managing underwriter or underwriters number of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders Parity Shares and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to Equity Interests that may be included in such Registration shall registration will be (i) first, 100% of allocated among the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rightsthereof in proportion, as the case may benearly as practicable, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based on the number of shares of Registrable Securities or Piggyback Securities requested to be registered by each such holder.as follows:

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter shall determine that marketing factors require Manager Holders to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the be cutback disproportionately: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by shareholders shall be excluded unless the Company, if any ("Piggyback Securities")with the consent of the Requisite Principal Investors, has granted registration rights which are to be included treated on an equal basis with Registrable Securities for the same terms and conditions as any similar securities included therein. Notwithstanding purpose of the foregoingexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other shares of Common Stock that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 8 and subject to the terms of this Section 8.3.1, the underwriter may limit the number of shares that would otherwise be included in such registration by excluding any or all Registrable Securities from such registration; provided that, if the registration in question involves a registration for sale of securities for the Company’s own account (including a registration initiated pursuant to Section 8.1), then the number of shares that the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 8.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant thereto, and the number of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by shall be excluded unless the Company, if any ("Piggyback Securities")with the consent of a Requisite Capital IV Majority, has granted the holders thereof registration rights that are to be included treated on an equal basis with Registrable Securities for the same terms and conditions as any similar securities included therein. Notwithstanding purpose of the foregoingexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to and Parity Shares that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The Company shall use its best efforts to cause Notwithstanding any other provision of this Agreement, if the managing underwriter or underwriters determines that the inclusion of a proposed all shares requested to be registered in an underwritten offering to permit would adversely affect the offering, the Company may limit the number of Registrable Securities requested Shares to be included in the Registration Statement for such offering under Section 2.2(a) or offering. If the registration has been requested by the Holders pursuant to other piggyback registration rights granted by Section 2 hereof, the Company, if any ("Piggyback Securities"), number of shares that are entitled to be included on in the same terms registration and conditions as any similar securities included therein. Notwithstanding underwriting will be allocated in the foregoingfollowing manner: (a) first, if the managing underwriter or underwriters shares of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of equity securities, including Piggyback Securitiesother than Registrable Shares, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities requested to be included in such Registration shall registration by shareholders will be excluded, (ib) firstsecond, 100% shares of the Company equity securities that the Company or the holder or holders making a request for a Demand Registration pursuant desires to Section 2.1 or pursuant to other demand include in such registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), will be excluded and (iic) secondthird, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has Shares requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationregistration by the Holders will be excluded. If the registration has been initiated other than pursuant to Section 2 hereof, based on the number of shares that are entitled to be included in the Registration Statement for such offering will be allocated in the following manner: (x) first, shares of Company equity securities, other than Registrable Securities or Piggyback Securities Shares, requested to be included in such registration by shareholders will be excluded, (y) second, Registrable Shares requested to be included in such registration by Holders will be excluded and (z) third, shares of Company equity securities that the Company desires to include in such registration will be excluded. To the extent that the underwriters do not deem it necessary to exclude all of the shares requested to be registered by each any category of shareholders contemplated above, the number of shares that may be included in the registration will be allocated to the members of such holdercategory requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (assuming conversion of any convertible securities held by such shareholders) that they held at the time the Company gives the notice specified in Section 2 or 3.

Underwriter’s Cutback. The 3.3.1.1. In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Companyshareholders shall be excluded; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares that would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall reasonably determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by shareholders shall be excluded unless the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 6.2 hereof, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution purpose of the securities to be includedexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if a limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other shares of Common Stock that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation on the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in such registration by shareholders shall be excluded unless the Registration for such offering under Section 2.2(a) or pursuant to other piggyback Company has, with the consent of the Required Holders, granted registration rights granted by which are to be treated on an equal basis with Registrable Securities for the Companypurpose of the exercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to and Parity Shares that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The Company shall use its best efforts to cause Notwithstanding any other provision of this Agreement, if the managing underwriter or underwriters determines that the inclusion of a proposed all shares requested to be registered in an underwritten offering to permit would adversely affect the offering, the Company may limit the number of Registrable Securities requested Shares to be included in the Registration Statement for such offering. To the extent that the underwritten offering is being made at the request of a stockholder exercising demand registration rights, the number of shares that are entitled to be included in the Registration Statement for such offering under Section 2.2(awill be allocated in the following manner: (w) first, shares of Company equity securities, other than Registrable Shares and shares owned by a stockholder or pursuant to other piggyback stockholders exercising demand registration rights granted by the Companyrights, if any will be excluded, ("Piggyback Securities")x) second, to be included on the same terms and conditions as any similar shares of Company equity securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs that the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend desires to include in such offering would registration will be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereofexcluded, then the securities (y) third, Registrable Shares requested to be included in such Registration shall registration by Holders will be excluded and (iz) firstfourth, 100% shares of Company equity securities requested to be included by the securities that the Company stockholder or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other stockholders exercising demand registration rights, as rights will be excluded. In the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) secondany other underwritten offering, the number of securities that, shares that are entitled to be included in the opinion Registration Statement for such offering will be allocated in the following manner: (x) first, shares of such underwriter or underwritersCompany equity securities, can be sold without an adverse effect on the priceother than Registrable Shares, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationregistration by shareholders will be excluded, based on the number of (y) second, Registrable Shares requested to be included in such registration by Holders will be excluded and (z) third, shares of Registrable Securities or Piggyback Securities Company equity securities that the Company desires to include in such registration will be excluded. To the extent that the underwriters do not deem it necessary to exclude all of the shares requested to be registered by each any category of shareholders contemplated above, the number of shares that may be included in the registration will be allocated to the members of such holdercategory requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (assuming conversion of any convertible securities held by such shareholders) that they held at the time the Company gives the notice specified in Section 2.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per-share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 6 and subject to the terms of this Section 6.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 6.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing underwriter or underwriters Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of a proposed underwritten offering to permit shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner: shares, other than Registrable Securities Securities, requested to be included in such registration by shareholders shall be excluded unless the Registration for such offering under Section 2.2(a) or pursuant to other piggyback Company has, with the consent of the Controlling Sponsors, granted registration rights granted by which are to be treated on an equal basis with Registrable Securities for the Companypurpose of the exercise of the underwriter cutback; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities and other shares of Common Stock that may be included in such registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Stock which each shareholder holds. For purposes of any underwriter cutback, all Common Stock held by any holder of Registrable Securities shall also include any Common Stock held by the partners, retired partners, shareholders or Piggyback Securities requested affiliated entities of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing persons and, at the election of such holder or such partners, retired partners, trusts or affiliated entities, and such holder and other persons shall be deemed to be registered a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by each all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Upon delivery of a written request that Registrable Securities be included in the underwriting pursuant to Section 6.1.1 or 6.2.1, the holder thereof may not thereafter elect to withdraw therefrom without the written consent the Company.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 6 and subject to the terms of this Section 6.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 6.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by shareholders shall be excluded unless the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 10.2, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution purpose of the securities to be includedexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if a limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other shares of Common Stock that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The Company shall use its best efforts to cause Notwithstanding any other provision of this Agreement, if the managing underwriter or underwriters determines that the inclusion of a proposed all shares requested to be registered in an underwritten offering to permit would adversely affect the offering, the Company may limit the number of Registrable Securities requested Shares to be included in the Registration Statement for such offering under Section 2.2(a) or offering. If the registration has been requested by the Holders pursuant to other piggyback registration rights granted by Section 2 hereof, the Company, if any ("Piggyback Securities"), number of shares that are entitled to be included on in the same terms registration and conditions as any similar securities included therein. Notwithstanding underwriting will be reduced in the foregoingfollowing manner: (a) first, if the managing underwriter or underwriters shares of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of equity securities, including Piggyback Securitiesother than Registrable Shares, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities requested to be included in such Registration shall registration by shareholders will be excluded, (ib) firstsecond, 100% shares of the Company equity securities that the Company or the holder or holders making a request for a Demand Registration pursuant desires to Section 2.1 or pursuant to other demand include in such registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), will be excluded and (iic) secondthird, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has Shares requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationregistration by the Holders will be excluded. If the registration has been initiated other than pursuant to Section 2 hereof, based on the number of shares that are entitled to be included in the Registration Statement for such offering will be reduced in the following manner: (x) first, shares of Company equity securities, other than Registrable Securities or Piggyback Securities Shares, requested to be included in such registration by shareholders will be excluded, (y) second, Registrable Shares requested to be included in such registration by Holders will be excluded and (z) third, shares of Company equity securities that the Company desires to include in such registration will be excluded. To the extent that the underwriters do not deem it necessary to exclude all of the shares requested to be registered by each any category of shareholders contemplated above, the number of shares that may be included in the registration will be allocated to the members of such holdercategory requesting registration in proportion, as nearly as practicable, to the respective number of shares of Class A Common Stock (assuming conversion of any convertible securities held by such shareholders) that they held at the time the Company gives the notice specified in Section 2 or 3.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 7 and subject to the terms of this Section 7.4.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 7.4.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in such registration by shareholders shall be excluded unless the Registration for right to register such offering under Section 2.2(a) shares exists on the date of this Agreement or pursuant to other piggyback unless the Company has, with the consent of the Majority Series C Investors, granted registration rights granted by which are to be treated on an equal basis with Registrable Securities for the Companypurpose of the exercise of the underwriter cutback; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities and other shares of Common Stock that may be included in such registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Stock which each shareholder requested be registered in such registration. For purposes of any underwriter cutback, all Common Stock held by any holder of Registrable Securities which is a partnership or Piggyback Securities requested corporation shall also include any Common Stock held by the partners, retired partners, shareholders or affiliated entities of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be deemed to be registered a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by each all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including without limitation an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 2 and subject to the terms of this Section 2.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 2.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in such registration by shareholders shall be excluded unless the Registration for such offering under Section 2.2(a) or pursuant to other piggyback Company has, with the consent of the Majority Investors, granted registration rights granted by which are to be treated on an equal basis with Registrable Securities for the Companypurpose of the exercise of the underwriter cutback; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities and other shares of Common Stock that may be included in such registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Stock which each shareholder requested be registered in such registration. For purposes of any underwriter cutback, all Common Stock held by any holder of Registrable Securities which is a partnership or Piggyback Securities requested corporation shall also include any Common Stock held by the partners, retired partners, shareholders or affiliated entities of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be deemed to be registered a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by each all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 2 and subject to the terms of this Section 2.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 2.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by shareholders shall be excluded unless the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 4.2, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution purpose of the securities to be includedexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if a limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other shares of Common Stock that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The In the event that an underwriter determines that marketing factors (including an adverse effect on the per share offering price) exist that would require a limitation of the number of shares to be underwritten, and, as a result, decides to limit the number of shares included in such registration by excluding any or all Registrable Securities from such registration, the following provisions shall apply. If the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 2.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all Holders that would otherwise be registered and underwritten pursuant hereto, and the managing number of shares, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by Stockholders shall be excluded unless the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 5.2, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution purpose of the securities to be includedexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if a limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other shares of Common Stock that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 8 and subject to the terms of this Section 8.3.1, the underwriter may limit the number of shares that would otherwise be included in such registration by excluding any or all Registrable Securities from such registration; provided that, if the registration in question involves a registration for sale of securities for the Company’s own account (including a registration initiated pursuant to Section 8.1), then the number of shares that the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 8.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant thereto, and the number of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by shall be excluded unless the Company, if any ("Piggyback Securities")with the consent of a Requisite Capital IV Majority, has granted the holders thereof registration rights that are to be included treated on an equal basis with Registrable Securities for the same terms and conditions as any similar securities included therein. Notwithstanding purpose of the foregoingexercise of the underwriter cutback (such shares afforded such equal treatment being “ Parity Shares ”); and, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to and Parity Shares that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The Company shall use its best efforts to cause (i) If a Registration involves an underwritten Public Offering and the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs good faith advise the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriterstheir opinion, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based on the number of shares of Registrable Securities Shares which the Registering Stockholders intend to include in such registration exceeds the largest number of shares which can be sold in such offering without having an adverse effect on such offering (including, but not limited to, the price at which the shares can be sold), then the Company may limit the number of shares of Common Stock that would otherwise be included in such registration by excluding any or Piggyback Securities requested all Registrable Shares from such registration (it being understood that the number of shares which the Company, for its own account or for the account of any holder of its shares initiating such Registration, seeks to have registered in such Registration shall not be subject to exclusion, in whole or in part, under this Section 3(e)(i)). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the Registration, the Company shall advise all Registering Stockholders holding Registrable Shares that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Shares, that may be included in the registration shall be allocated in the following manner: the number of Registrable Shares that may be included in such registration shall be allocated among the Registering Stockholders holding Registrable Shares to be included in such Registration, as nearly as practicable, in accordance with the respective amounts of Registrable Shares held by each such holderRegistering Stockholder.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company's own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by shareholders shall be excluded unless the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 6.2, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution purpose of the securities to be includedexercise of the underwriter cutback (such shares afforded such equal treatment being "Parity Shares"); and, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if a limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other shares of Common Stock that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing underwriter or underwriters Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of a proposed underwritten offering to permit shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by shareholders shall be excluded unless the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 6.2, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution purpose of the securities to be includedexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if a limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other shares of Common Stock that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The Company shall use its best efforts to cause Notwithstanding any other provision of this Agreement, if the managing underwriter or underwriters determines that the inclusion of a proposed all shares requested to be registered in an underwritten offering to permit would adversely affect the offering, the Company may limit the number of Registrable Securities requested Shares to be included in the Registration Statement for such offering under Section 2.2(a) or offering. If the registration has been requested by the Holders pursuant to other piggyback registration rights granted by Section 2 hereof, the Company, if any ("Piggyback Securities"), number of shares that are entitled to be included on in the same terms registration and conditions as any similar securities included therein. Notwithstanding underwriting will be reduced in the foregoingfollowing manner: (a) first, if the managing underwriter or underwriters shares of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of equity securities, including Piggyback Securitiesother than Registrable Shares, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities requested to be included in such Registration shall registration by stockholders will be excluded, (ib) firstsecond, 100% shares of the Company equity securities that the Company or the holder or holders making a request for a Demand Registration pursuant desires to Section 2.1 or pursuant to other demand include in such registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), will be excluded and (iic) secondthird, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has Shares requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationregistration by the Holders will be excluded. If the registration has been initiated other than pursuant to Section 2 hereof, based on the number of shares that are entitled to be included in the Registration Statement for such offering will be reduced in the following manner: (x) first, shares of Company equity securities, other than Registrable Securities or Piggyback Securities Shares, requested to be included in such registration by stockholders will be excluded, (y) second, Registrable Shares requested to be included in such registration by Holders will be excluded and (z) third, shares of Company equity securities that the Company desires to include in such registration will be excluded. If any other stockholders of the Company exercise a contractual demand right for registration of equity securities of the Company concurrent with a demand request by the Holders pursuant to Section 2 hereof, then all such demanding holders shall be aggregated with the Holders for purposes of determining the category of stockholders to be cutback pursuant to this Section 5.2 provided that such other stockholders agree in writing to provide the Holders with reciprocal rights with respect to any demand request by such other stockholders. To the extent that the underwriters do not deem it necessary to exclude all of the shares requested to be registered by each any category of stockholders contemplated above, the number of shares that may be included in the registration will be allocated to the members of such holdercategory requesting registration in proportion, as nearly as practicable, to the respective number of shares of Class A Common Stock (assuming conversion of any convertible securities held by such stockholders) that they held at the time the Company gives the notice specified in Section 2 or 3.

Underwriter’s Cutback. The In connection with any registration of Shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of Shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1, the underwriter may limit the number of Shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of Shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of Shares to be included in the registration, the Company shall use its best efforts advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of Shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter shall determine that marketing factors require Manager Holders to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the be cutback disproportionately: Shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by stockholders shall be excluded unless the Company, with the consent of the Majority Principal Investors, has granted registration rights which are to be treated on an equal basis with Registrable Securities for the purpose of the exercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, if any a limitation on the number of Shares is still required, the number of Registrable Securities and Parity Shares that may be included in such registration ("Piggyback Securities")as approved by the Majority Principal Investors) shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows: to each such holder requesting that its Registrable Securities or Parity Shares be registered in such registration a number of such shares to be included on in such registration equal to the same terms lesser of (A) the number of such shares of Registrable Securities or Parity Shares requested to be registered by such holder, and conditions (B) a number of such shares equal to such holder’s Pro Rata Portion. For purposes of any underwriter cutback, all Registrable Securities held by any Holder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such Holder, or the estates and Family Members of any such Holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such Holder or such partners, retired partners, trusts or Affiliates, any Charitable Organization, in each case to which any of the foregoing shall have distributed, transferred or contributed Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that, subject to Section 10.8, such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such Holder and other Persons shall be deemed to be a single selling Holder, and any pro rata reduction with respect to such selling Holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such selling Holder, as any similar defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included thereinin such registration. Notwithstanding Upon delivery of a written request that Registrable Securities be included in the foregoingunderwriting pursuant to Section 3.1.1 or 3.2.1(a), the Holder thereof may not thereafter elect to withdraw therefrom without the written consent of the Coordination Committee; provided that, if the managing underwriter or underwriters of any such proposed underwritten offerings informs offering shall advise the Company and Holders participating in a registration pursuant to Section 3.1 that the holders of such Registrable Securities in writing that covered by the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include registration statement cannot be sold in such offering would within a price range acceptable to the Initiating Investors, then such Initiating Investors shall have the right to notify the Company that they have determined that the registration statement be reasonably likely to adversely affect abandoned or withdrawn, in which event the Company shall abandon or withdraw such registration statement; provided, further, that if the price or distribution of to the securities offered in such offering or public at which the timing thereof, then the securities Registrable Securities are proposed to be included in such Registration shall sold will be (i) first, 100less than 90% of the securities that average closing price of the Company or class of stock being sold in the holder or holders making a request for a Demand Registration offering during the ten (10) trading days preceding the date on which notice of such offering was given pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c3.2.1(a), and (ii) second, the number of securities that, then a Holder participating in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested registration pursuant to Section 2.2(a) 3.1 or pursuant 3.2 may elect to withdraw from such registration by written notice to the Company. The Company may, but shall not be required to, extend a similar withdrawal right to other incidental registration rights to be included in such Piggyback Registration, based on the number of shares Holders of Registrable Securities or Piggyback Securities requested to be registered by each such holderParity Shares.

Underwriter’s Cutback. The In connection with any registration of Registrable Securities, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of Registrable Securities to be underwritten. Notwithstanding any contrary provision of Section 1.1 or Section 1.2, and subject to the terms of this Section 1.3.1, the underwriter may limit the number of securities which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of securities which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 1.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of securities to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company's securities that would otherwise be registered and underwritten pursuant hereto, and the number of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: (i) securities, other than Registrable Securities Securities, requested to be included in such registration by securityholders shall be excluded unless (x) the Registration Company has, prior to the date hereof, or after the date hereof with the consent of the Majority Holders, granted registration rights which are to be treated on an equal basis with Registrable Securities for such offering under Section 2.2(a) or pursuant to other piggyback the purpose of the exercise of the underwriter cutback (with it being specifically agreed and acknowledged that the registration rights granted by to Silicon Valley Bank pursuant to the CompanyRegistration Rights Agreement, if any ("Piggyback Securities"dated on or around December 30, 2002, between the Company and Silicon Valley Bank are to be treated on an equal basis with Registrable Securities for the purposes of this underwriting cutback), or (y) such securities are issued in connection with a Permitted Exchange (as defined in the Securities Exchange Agreement), with it being specifically acknowledged that the registration rights granted to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters holders of any such proposed underwritten offerings informs the Company and the holders of such securities are to be treated on an equal basis with Registrable Securities in writing that for purposes of this underwriting cutback; and (ii) if further limitation on the total amount or kind number of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in the offering is required, the number of Registrable Securities and other securities that may be included in such Registration registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of securities which each securityholder requested be registered in such registration. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. Upon delivery of a written request that Registrable Securities be included in an underwritten offering pursuant to Section 1.1.1 or Section 1.2.1, the holder thereof may not thereafter (i) first, 100% of elect to withdraw therefrom without the securities that written consent the Company and the Majority Participating Holders, or the holder (ii) exchange, convert or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rightsexercise, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based on the number of shares of Registrable Securities or Piggyback Securities requested to be registered by each such holderSecurities.

Underwriter’s Cutback. The Company shall use its best efforts to cause Section 4.3 of the Registration Rights Agreement is hereby amended and restated as follows: Notwithstanding any other provision of this Agreement, if a registration involves an Underwritten Offering and the managing underwriter or underwriters of a such proposed underwritten offering to permit Underwritten Offering advises the Registrable Securities Corporation and Holders that have requested inclusion in such Underwritten Offering that in its opinion the number of securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be includedoffered, selected pro rata among holders then the Corporation may limit the number of Registrable Securities to be included in the Canadian Prospectus or Registration Statement, as applicable, for such Underwritten Offering. The number of securities that are entitled to be included in the registration and holders underwriting will be allocated in the following manner: (1) if the Underwritten Offering is the result of Piggyback a Demand Registration, (i) where the Initiating Holder is BPEA, the Registrable Securities to the extent any of such holders has held by BPEA requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback RegistrationDemand Registration shall not be excluded unless all the Registrable Securities held by all other Holders requested to be included in such Demand Registration are first entirely excluded, based (ii) the additional Registrable Securities that will be entitled to be included in the Demand Registration and underwriting will be allocated in the following manner: (A) first, the Registrable Securities of TELUS requested to be included in such Demand Registration will be included; (B) second, the Registrable Securities of Management Investors, pro rata among such Management Investors on the basis of the number of shares Registrable Securities owned by each such Management Investor, requested to be included in such Demand Registration will be included; (C) third, subject to Section 2.1 and the Xxxxxx Agreement, the number of Registrable Securities held by Xxxxxx and requested by Xxxxxx to be included in a Demand Registration will be included; provided that Xxxxxx shall only be permitted to include no more than 1,632,777 Shares in any Demand Registration prior to February 3, 2024 (less any Shares subject to the Xxxxxx Agreement that have already been sold by Xxxxxx in any manner) and no more than 2,721,295 Shares in any Demand Registration on or Piggyback after February 3, 2024 (less any Shares subject to the Xxxxxx Agreement that have already been sold by Xxxxxx in any manner), subject to an aggregate of 2,721,295 Shares permitted to be included in all Demand Registrations or other registrations or underwritings of Shares by the Corporation, (D) fourth, the number of treasury Shares that the Corporation determines to include and any other securities of the Corporation will be included; (2) if other than through a Demand Registration, (i) the securities of the Corporation shall not be excluded unless all the Registrable Securities held by all other Holders requested to be registered included in such registration and underwriting are first entirely excluded and (ii) the additional Registrable Securities that will be entitled to be included in the registration and underwriting will be allocated in the following manner: (A) first, the Registrable Securities of TELUS requested to be included in such registration will be included; (B) second, the Registrable Securities of Management Investors, pro rata among such Management Investors on the basis of the number of Registrable Securities owned by each such holder.Management Investor, requested to be included in such registration

Underwriter’s Cutback. The Company In connection with any underwritten Public Offering, the underwriters may determine that marketing factors (including an adverse effect on the per-share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3(d), the underwriters may limit the number of shares which would otherwise be included in such Public Offering by the exclusion of any or all Registrable Securities from such Public Offering (it being understood that the number of Common Shares which the Corporation seeks to have included in such Public Offering shall use its best efforts not be subject to cause exclusion, in whole or in part, under this Section 3(d)). Upon receipt of notice from the managing underwriter or underwriters of the need to reduce the number of shares to be included in any underwritten Public Offering pursuant to the foregoing provisions of this Section 3, the Corporation shall advise all Requesting Holders with respect to such Public Offering, and the number of Common Shares, including Registrable Securities, that may be included in such Public Offering shall be allocated in the following manner, unless the underwriters in their discretion shall determine in good faith that marketing factors require a proposed underwritten offering to permit the different allocation: Common Shares, other than Registrable Securities Securities, requested to be included in such Public Offering by Persons other than the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the CompanyRequesting Holders shall be excluded; and, if any ("Piggyback Securities")a limitation on the number of Common Shares is still required, the number of Registrable Securities shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Shares which each Shareholder requested to be included on the same terms and conditions as any similar securities included thereinso included. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution No Common Shares designated for exclusion from a Public Offering by reason of the securities offered in such offering or the timing thereof, then the securities to underwriters’ marketing limitation shall be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based on the number of shares of Registrable Securities or Piggyback Securities requested to be registered by each such holderPublic Offering.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 6 and subject to the terms of this Section 6.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 6.3.1 and that the underwriter may request the exclusion of Registrable Securities from one or more particular holders). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter in its best efforts to cause the managing underwriter or underwriters of sole discretion shall determine in good faith that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in such registration by shareholders shall be excluded unless the Registration for such offering under Section 2.2(a) or pursuant to other piggyback Company has, with the consent of the Majority Investors, granted registration rights granted by which are to be treated on an equal basis with Registrable Securities for the Companypurpose of the exercise of the underwriter cutback; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities and other shares of Common Stock that may be included in such registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Stock which each shareholder holds at the time of such registration. For purposes of any underwriter cutback, all Common Stock held by any holder of Registrable Securities shall also include any Common Stock held by the partners, retired partners, shareholders or Piggyback Securities requested affiliated entities of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing persons and, at the election of such holder or such partners, retired partners, trusts or affiliated entities, any Charitable Organization to which any of the foregoing shall have contributed Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering, and such holder and other persons shall be deemed to be registered a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by each all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Upon delivery of a written request that Registrable Securities be included in the underwriting pursuant to Section 6.1.1 or 6.2.1, the holder thereof may not thereafter elect to withdraw therefrom without the written consent of the Company and the Majority Investors.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 6 and subject to the terms of this Section 6.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 6.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in such registration by other shareholders shall be excluded unless the Registration for such offering under Section 2.2(a) or pursuant to other piggyback Company has, with the consent of the Majority Investors, granted registration rights granted by which are to be treated on an equal basis with Registrable Securities for the Companypurpose of the exercise of the underwriter cutback; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to and other shares of Common Stock that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 7 and subject to the terms of this Section 7.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 7.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter in its best efforts to cause the managing underwriter or underwriters of sole discretion shall determine in good faith that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in such registration by shareholders shall be excluded unless the Registration for such offering under Section 2.2(a) or pursuant to other piggyback Company has, with the consent of the Majority Investors, granted registration rights granted by which are to be treated on an equal basis with Registrable Securities for the Companypurpose of the exercise of the underwriter cutback; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities and other shares of Common Stock that may be included in such registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Stock which each shareholder requested be registered in such registration. For purposes of any underwriter cutback, all Common Stock held by any holder of Registrable Securities shall also include any Common Stock held by the partners, retired partners, shareholders or Piggyback Securities requested affiliated entities of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing persons and, at the election of such holder or such partners, retired partners, trusts or affiliated entities, any Charitable Organization to which any of the foregoing shall have contributed Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering, and such holder and other persons shall be deemed to be registered a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by each all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Upon delivery of a written request that Registrable Securities be included in the underwriting pursuant to Section 7.1.1 or 7.2.1, the holder thereof may not thereafter elect to withdraw therefrom without the written consent the Company and the Majority Investors.

Underwriter’s Cutback. The In connection with any registration --------------------- of shares, the underwriter may determine that marketing factors (including without limitation an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 11 and subject to the terms of this Section 11.4.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 11.4.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in such registration by shareholders shall be excluded unless the Registration for such offering under Section 2.2(a) or pursuant to other piggyback Company has, with the consent of the Majority Investors, granted registration rights granted by which are to be treated on an equal basis with Registrable Securities for the Companypurpose of the exercise of the underwriter cutback; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities and other shares of Common Stock that may be included in such registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Stock which each shareholder requested be registered in such registration. For purposes of any underwriter cutback, all Common Stock held by any holder of Registrable Securities which is a partnership or Piggyback Securities requested corporation shall also include any Common Stock held by the partners, retired partners, shareholders or affiliated entities of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be deemed to be registered a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by each all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 2 and subject to the terms of this Section 2.4.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities initiated by the Company for the Company’s own account (excluding, for the avoidance of doubt, any registration in satisfaction of the Company’s obligations in Section 2.1 or 2.2), then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 2.4.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in such registration by other shareholders shall be excluded unless the Registration for such offering under Section 2.2(a) or pursuant to other piggyback Company has granted registration rights granted by EEXHIBIT which are to be treated on an equal basis with Registrable Securities for the Companypurpose of the exercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other Shares that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including without limitation an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 2 and subject to the terms of this Section 2.4.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Franchisee Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 2.4.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Franchisee Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Franchisee Securities, requested to be included in such registration by shareholders shall be excluded unless the Registration for such offering under Section 2.2(a) or pursuant to other piggyback Company has, with the consent of the Majority Investors, granted registration rights granted by which are to be treated on an equal basis with Registrable Franchisee Securities for the Companypurpose of the exercise of the underwriter cutback; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Franchisee Securities and other shares of Common Stock that may be included in such registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Stock which each shareholder requested be registered in such registration. For purposes of any underwriter cutback, all Common Stock held by any holder of Registrable Franchisee Securities which is a partnership or Piggyback Securities requested corporation shall also include any Common Stock held by the partners, retired partners, shareholders or affiliated entities of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be deemed to be registered a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by each all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Franchisee Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Franchisee Securities so withdrawn shall also be withdrawn from registration.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 6 and subject to the terms of this Section 6.4.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 6.4.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shareholders shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities excluded to the extent any necessary to achieve the underwriter's cutback unless the Company has, with the consent of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental the Majority Stockholders, granted registration rights which are to be included in such Piggyback Registrationtreated on an equal basis with Registrable Securities for the purpose of the exercise of the underwriter cutback; and, based if a limitation on the number of shares is still required, the number of Registrable Securities and other shares of Common Stock that may be included in such registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Stock which each shareholder requested be registered in such registration. For purposes of any underwriter cutback, all Common Stock held by any holder of Registrable Securities which is a partnership or Piggyback Securities requested corporation shall also include any Common Stock held by the partners, retired partners, shareholders or affiliated entities of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be deemed to be registered a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by each all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 2 and subject to the terms of this Section 2.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 2.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by shareholders shall be excluded unless the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 4.2, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution purpose of the securities to be includedexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if a limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other Ordinary Shares that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The Company shall use its best efforts to --------------------- cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a4(a) or pursuant to other piggyback registration rights granted by (the Company, if any ("Piggyback Securities"), ) ------------ -------------------- to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, but subject to Section 5 --------- hereof, if the managing underwriter or underwriters participating in such offering advises each of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities Holders in writing (with a copy to the Company) that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or kind during the time of) such offering without delaying or jeopardizing the success of securitiesthe offering (including the price per share of the securities to be sold), then, after including Piggyback Securitiesall shares proposed to be sold by the Company in a Company-initiated registration, which such the amount of securities to be offered for the account of the Holders shall be reduced pro rata with all other holders and any other persons or entities intend to include participating in such offering would be reasonably likely to adversely affect on the price or distribution basis of the securities offered number of shares to be registered by all stockholders participating in such offering offering; provided, however that, subject to Section 5 hereof, the managing underwriter or underwriters may not limit the timing thereof, then the --------- Registrable Securities or other securities to be included in such Registration shall be (i) first, 100to less than 25% of the securities that included therein. Notwithstanding the foregoing, the Company shall have the right to withdraw or delay the holder Registration Statement at any time; provided, however, that written notice of such withdrawal or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject delay shall be given to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based on the number of shares of Registrable Securities or Piggyback Securities requested to be registered by each such holderHolders thereunder.

Underwriter’s Cutback. The In connection ------------------------ --------------------- with any registration of shares, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3(a), the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3(a)). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities and Stockholder Agreement Registrable Securities, requested to be included in such registration by shareholders shall be excluded to the Registration extent necessary to achieve the underwriter's cutback unless the Company has, with the consent of the majority of the Registrable Securities (and Warrants exercisable for such offering under Section 2.2(a) or pursuant to other piggyback Registrable Securities), granted registration rights granted by the Company, if any ("Piggyback Securities"), which are to be included treated on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of equal basis with Registrable Securities and holders Stockholder Agreement Registrable Securities for the purpose of Piggyback Securities to the extent any exercise of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationthe underwriter cutback; and, based if a limitation on the number of shares is still required, the number of Registrable Securities or Piggyback and Stockholder Agreement Registrable Securities shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of common stock which each shareholder requested to be registered in such registration. No securities excluded from the underwriting by each reason of the underwriter's marketing limitation shall be included in such holderregistration. If any holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.

Underwriter’s Cutback. The Company shall use its best efforts to cause (i) If a Registration involves an underwritten Public Offering and the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs good faith advise the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriterstheir opinion, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based on the number of shares of Registrable Securities Shares which the Registering Stockholders intend to include in such registration exceeds the largest number of shares which can be sold in such offering without having an adverse effect on such offering (including, but not limited to, the price at which the shares can be sold), then the Company may limit the number of shares of Common Stock that would otherwise be included in such registration by excluding any or Piggyback Securities requested all Registrable Shares from such registration (it being understood that the number of shares which the Company, for its own account or for the account of any holder of its shares initiating such Registration, seeks to have registered in such Registration shall not be subject to exclusion, in whole or in part, under this Section 2(f)(i)). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the Registration, the Company shall advise all Registering Stockholders holding Registrable Shares that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Shares, that may be included in the registration shall be allocated in the following manner: the number of Registrable Shares that may be included in such registration shall be allocated among the Registering Stockholders holding Registrable Shares to be included in such Registration, as nearly as practicable, in accordance with the respective amounts of Registrable Shares held by each such holderRegistering Stockholder.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 2 and subject to the terms of this Section 2.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 2.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: first, all shares other than Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by shareholders other piggyback registration rights granted by than Holders shall be excluded unless the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 5.2, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to purpose of the provisions exercise of Section 2.1(cthe underwriter cutback (such shares afforded such equal treatment being “Parity Shares”), ; and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if a further limitation on the number of shares is thereafter required, the number of all Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other shares of Common Stock that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The In connection with any registration of Warrant Shares, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of Warrant Shares to be underwritten. Notwithstanding any contrary provision of Section 8.1 or Section 8.2 hereof, and subject to the terms of this Section 8.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 8.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: (i) shares, other than Registrable Securities Securities, requested to be included in such registration by stockholders shall be excluded unless (x) the Registration Company has, prior to the date hereof, or after the date hereof with the consent of the Majority Holders, granted registration rights which are to be treated on an equal basis with Registrable Securities for such offering under Section 2.2(a) or pursuant to other piggyback the purpose of the exercise of the underwriter cutback (with it being specifically agreed and acknowledged that the registration rights granted (1) to Silicon Valley Bank pursuant to the Registration Rights Agreement, dated on or around December 30, 2002, between the Company and Silicon Valley Bank and (2) to certain holders pursuant to the Amended and Restated Warrant and Registration Rights Agreement, dated February 21, 2003, by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs among the Company and the Warrant Agent as warrant agent are to be treated on an equal basis with Registrable Securities for the purposes of this underwriting cutback), with it being specifically acknowledged that the registration rights granted to the holders of any such shares of Common Stock are to be treated on an equal basis with Registrable Securities in writing that the total amount or kind for purposes of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), this underwriting cutback; and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if further limitation on the number of shares to be included in the offering is required, the number of Registrable Securities or Piggyback Securities and other shares of Common Stock that may be included in such registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Stock which each stockholder requested to be registered in such registration. No securities excluded from the underwriting by each reason of the underwriter’s marketing limitation shall be included in such holderregistration. Upon delivery of a written request that Registrable Securities be included in an underwritten offering pursuant to Section 8.1.1 or Section 8.2.1 hereof, the holder thereof may not thereafter elect to withdraw therefrom without the written consent the Company and the Majority Participating Holders.

Underwriter’s Cutback. The Company shall use its best efforts to cause may, and may allow other holders of securities of the Company to, include securities in a Demand Registration if, but only if, the managing underwriter or underwriters concludes that such inclusion will not interfere with the successful marketing of a proposed underwritten offering to permit all the Registrable Securities requested to be included in such Demand Registration. If, in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if good faith judgment of the managing underwriter or underwriters underwriter, marketing factors require a limitation of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities Registrable Securities to be includedunderwritten, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based on the number of shares of Registrable Securities or Piggyback Securities requested to be registered included in such Demand Registration shall be reduced in the following order until such inclusion, in the good faith judgment of the managing underwriter, will not interfere with the successful marketing of the remaining Registrable Securities: first, all securities that are not contractually entitled to be included in such Demand Registration shall be excluded; second, all securities that are entitled to be included in such Demand Registration pursuant to contractual commitments made by the Company other than pursuant to this Agreement shall be excluded; third, securities that are entitled to be included in such Demand Registration pursuant to the exercise of piggyback rights shall be excluded, with such number of excluded securities to be allocated on a pro rata basis among the holders of such piggyback rights in accordance with the number of Registrable Securities then outstanding and held by each such holderInvestor; and fourth, pro rata based on the number of Demand Securities owed by each Demanding Holder.

Underwriter’s Cutback. The Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Company shall use its best efforts in writing that marketing factors require a limitation on the number of shares to cause be underwritten, the managing underwriter or underwriters of a proposed underwritten offering representative may (subject to permit the limitations set forth below) exclude all Registrable Securities requested from, or limit the number of Registrable Securities to be included in, the registration and underwriting. If the registration is the first Company-initiated registered offering of the Company's securities to the general public, the Company may limit, to the extent so advised by the underwriters, the amount of securities (including Registrable Securities) to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any 's stock holders ("Piggyback Securities"including the Holders), or may exclude, to be included on the same terms and conditions as extent so advised by the underwriters, such underwritten securities entirely from such registration. If such registration is the second or any similar subsequent Company-initiated registered offering of the Company's securities included therein. Notwithstanding to the foregoinggeneral public, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and may limit, to the holders extent so advised by the underwriters, the amount of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be the registration by the Company's stockholders (i) firstincluding the Holders); provided, 100% of the securities however, that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number aggregate value of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of (including Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(aSecurities) or pursuant to other incidental registration rights to be included in such Piggyback Registrationregistration by the Company's stockholders (including the Holders) may not be so reduced to less than twenty percent (20%) of the total value of all securities included in such registration. The Company shall so advise all holders of securities requesting registration, based on and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 1.13. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities or Piggyback Securities requested to be registered by each included in such holderregistration was previously reduced as a result of marketing factors, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 1.13 hereof.

Underwriter’s Cutback. The Company shall use its best efforts Subject to cause the requirements of Section 10 --------------------- hereof, if in the good faith judgment of the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters inclusion of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution all of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders shares of Registrable Securities and holders any other shares of Piggyback Securities Common Stock requested to be registered would interfere with the extent any successful marketing of a smaller number of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationshares, based on then the number of shares of Registrable Securities or Piggyback and other shares of Common Stock to be included in the offering shall be reduced to such smaller number with the participation in such offering to be in the following order of priority: (1) first, the shares of Common Stock which the Company proposes to sell for its own account, (2) second, the shares of Series C Registrable Securities of all Series C Stockholders of Series C Registrable Securities and the Future Registrable Securities and Warrant Registrable Securities of all Stockholders requested to be registered included, (3) third, the shares of Registrable Securities of Other Stockholders requested to be included, and (4) fourth, any other shares of Common Stock requested to be included. Any necessary allocation among the Holders of shares within each of (2), (3) and (4) above shall be pro rata among such Holders requesting such registration based upon the number of shares of Common Stock and Registrable Securities owned by each such holderHolders. All shares so excluded from the Underwritten Offering shall be withheld from the market by the Holders thereof for a period (not to exceed thirty (30) calendar days prior to the effective date and one hundred eighty (180) calendar days thereafter for the Company's first public offering subsequent to the date hereof or not to exceed ninety (90) calendar days thereafter for the Company's subsequent Underwritten Offerings) that the managing underwriter reasonably determines is reasonably necessary in order to successfully market the securities to be offered in such offering.

Underwriter’s Cutback. The In connection with any registration of Warrant Shares, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of Warrant Shares to be underwritten. Notwithstanding any contrary provision of Section 8.1 or Section 8.2 hereof, and subject to the terms of this Section 8.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 8.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: (i) shares, other than Registrable Securities Securities, requested to be included in such registration by stockholders shall be excluded unless (x) the Registration Company has, prior to the date hereof, or after the date hereof with the consent of the Majority Holders, granted registration rights which are to be treated on an equal basis with Registrable Securities for such offering under Section 2.2(a) or pursuant to other piggyback the purpose of the exercise of the underwriter cutback (with it being specifically agreed and acknowledged that the registration rights granted to (1) Silicon Valley Bank pursuant to the Registration Rights Agreement, dated on or around December 30, 2002, between the Company and Silicon Valley Bank, (2) certain holders pursuant to the Amended and Restated Warrant and Registration Rights Agreement, dated February 21, 2003, by and among the CompanyCompany and the Warrant Agent as warrant agent, if any and ("Piggyback Securities")3) certain holders pursuant to the Registration Rights Agreement, to be included on the same terms dated even date herewith, by and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs among the Company and the holders of such party thereto are to be treated on an equal basis with Registrable Securities in writing for the purposes of this underwriting cutback), with it being specifically acknowledged that the total amount or kind registration rights granted to the holders of securities, including Piggyback Securities, which any such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution shares of the securities offered in such offering or the timing thereof, then the securities Common Stock are to be included in such Registration shall be (i) first, 100% treated on an equal basis with Registrable Securities for purposes of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), this underwriting cutback; and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if further limitation on the number of shares to be included in the offering is required, the number of Registrable Securities or Piggyback Securities and other shares of Common Stock that may be included in such registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Stock which each stockholder requested to be registered in such registration. No securities excluded from the underwriting by each reason of the underwriter's marketing limitation shall be included in such holderregistration. Upon delivery of a written request that Registrable Securities be included in an underwritten offering pursuant to Section 8.1.1 or Section 8.2.1 hereof, the holder thereof may not thereafter elect to withdraw therefrom without the written consent the Company and the Majority Participating Holders.

Underwriter’s Cutback. The Company shall use its best efforts to cause Notwithstanding any other provision of this Agreement, if the managing underwriter or underwriters determines that the inclusion of a proposed all shares requested to be registered in an underwritten offering to permit would adversely affect the offering, the Company may limit the number of Registrable Securities requested Shares to be included in the Registration Statement for such offering under Section 2.2(a) or offering. If the registration has been requested by the Holders pursuant to other piggyback registration rights granted by Section 2 hereof, the Company, if any ("Piggyback Securities"), number of shares that are entitled to be included on in the same terms registration and conditions as any similar securities included therein. Notwithstanding underwriting will be reduced in the foregoingfollowing manner: (a) first, if the managing underwriter or underwriters shares of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of equity securities, including Piggyback Securitiesother than Registrable Shares, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities requested to be included in such Registration shall registration by stockholders will be excluded, (ib) firstsecond, 100% shares of the Company equity securities that the Company or the holder or holders making a request for a Demand Registration pursuant desires to Section 2.1 or pursuant to other demand include in such registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), will be excluded and (iic) secondthird, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has Shares requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationregistration by the Holders will be excluded. If the registration has been initiated other than pursuant to Section 2 hereof, based on the number of shares that are entitled to be included in the Registration Statement for such offering will be reduced in the following manner: (x) first, shares of Company equity securities, other than Registrable Securities or Piggyback Securities Shares, requested to be included in such registration by stockholders will be excluded and Registrable Shares requested to be included in such registration by Holders will be excluded on a pro-rata basis and (y) second, shares of Company equity securities that the Company desires to include in such registration will be excluded. If any other stockholders of the Company exercise a contractual demand right for registration of equity securities of the Company concurrent with a demand request by the Holders pursuant to Section 2 hereof, then all such demanding holders shall be aggregated with the Holders for purposes of determining the category of stockholders to be cutback pursuant to this Section 5.2 provided that such other stockholders agree in writing to provide the Holders with reciprocal rights with respect to any demand request by such other stockholders. To the extent that the underwriters do not deem it necessary to exclude all of the shares requested to be registered by each any category of stockholders contemplated above, the number of shares that may be included in the registration will be allocated to the members of such holdercategory requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (assuming conversion of any convertible securities held by such stockholders) that they held at the time the Company gives the notice specified in Section 2 or 3.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per-share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 6 and subject to the terms of this Section 6.4.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of Registrable Securities which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 6.4.1). Upon receipt of notice from the underwriter of the need to reduce the number of Registrable Securities to be included in the registration, the Company shall use its best efforts to cause advise all Stockholders that would otherwise be registered and underwritten pursuant hereto, and the managing underwriter or underwriters number of a proposed underwritten offering to permit the Registrable Securities that may be included in the registration shall be allocated in the following manner: Shares, other than Registrable Securities, requested to be included in such registration by shareholders shall be excluded unless the Registration for such offering under Section 2.2(a) or pursuant to other piggyback Company has, with the consent of the Majority Riot Stockholders, granted registration rights granted by which are to be treated on an equal basis with Registrable Securities for the Companypurpose of the exercise of the underwriter cutback; and, if any ("Piggyback Securities"), to be included a limitation on the same terms and conditions as any similar securities included therein. Notwithstanding number of Shares is still required, the foregoing, if the managing underwriter or underwriters number of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing and other Shares that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to may be included in such Registration registration shall be (i) first, 100% of allocated among the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rightsStockholders in proportion, as the case may benearly as practicable, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders respective amounts of Registrable Securities which each Stockholder holds. For purposes of any underwriter cutback, all Registrable Securities held by any Stockholder shall also include any Registrable Securities held by the partners, retired partners, shareholders or affiliated entities of such holder, or the estates and holders family members of Piggyback Securities to any such holder or such partners and retired partners, any trusts for the extent benefit of any of the foregoing Persons and, at the election of such holders has requested pursuant holder or such partners, retired partners, trusts or affiliated entities, and such holder and other Persons shall be deemed to Section 2.2(a) or pursuant be a single selling holder, and any pro rata reduction with respect to other incidental registration rights to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such Piggyback Registration, based on the number registration. Upon delivery of shares of a written request that Registrable Securities be included in the underwriting pursuant to Section 6.1.1 or Piggyback Securities requested Section 6.3.1, the holder thereof may not thereafter elect to be registered by each such holderwithdraw therefrom without the written consent the Company.

Underwriter’s Cutback. The In connection with any registration of Registrable Securities, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of Registrable Securities to be underwritten. Notwithstanding any contrary provision of Section 1.1 or Section 1.2, and subject to the terms of this Section 1.3.1, the underwriter may limit the number of securities which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of securities which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 1.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of securities to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: (i) securities, other than Registrable Securities Securities, requested to be included in such registration by securityholders shall be excluded unless (x) the Registration Company has, prior to the date hereof, or after the date hereof with the consent of the Majority Holders, granted registration rights which are to be treated on an equal basis with Registrable Securities for such offering under Section 2.2(a) or pursuant to other piggyback the purpose of the exercise of the underwriter cutback (with it being specifically agreed and acknowledged that the registration rights granted by to Silicon Valley Bank pursuant to the CompanyRegistration Rights Agreement, if any ("Piggyback Securities"dated on or around December 30, 2002, between the Company and Silicon Valley Bank are to be treated on an equal basis with Registrable Securities for the purposes of this underwriting cutback), or (y) such securities are issued in connection with a Permitted Exchange (as defined in the Securities Exchange Agreement), with it being specifically acknowledged that the registration rights granted to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters holders of any such proposed underwritten offerings informs the Company and the holders of such securities are to be treated on an equal basis with Registrable Securities in writing that for purposes of this underwriting cutback; and (ii) if further limitation on the total amount or kind number of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in the offering is required, the number of Registrable Securities and other securities that may be included in such Registration registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of securities which each securityholder requested be registered in such registration. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Upon delivery of a written request that Registrable Securities be included in an underwritten offering pursuant to Section 1.1.1 or Section 1.2.1, the holder thereof may not thereafter (i) first, 100% of elect to withdraw therefrom without the securities that written consent the Company and the Majority Participating Holders, or the holder (ii) exchange, convert or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rightsexercise, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based on the number of shares of Registrable Securities or Piggyback Securities requested to be registered by each such holderSecurities. 1.3.2.

Underwriter’s Cutback. The Company shall use its best efforts to cause If the managing underwriter or underwriters of an Underwritten Offering (including an offering pursuant to Section 2.1 or Section 2.2) that includes a proposed underwritten offering to permit Piggyback Registration advises the Company in writing that it is the managing underwriter’s good faith opinion that the inclusion of all such Registrable Securities requested proposed to be included in the Registration Statement for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Company, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering Underwritten Offering would be reasonably likely to adversely affect interfere with the price successful marketing, including, but not limited to, the pricing, timing or distribution distribution, of the securities Registrable Securities to be offered in such offering or the timing thereofthereby, then the securities number of Shares proposed to be included in such Registration Underwritten Offering shall be allocated among the Company, the Selling Investors and all other Persons selling Shares in such Underwritten Offering in the following order: (a) If the Piggyback Registration referred to in Section 3.1 is initiated as an underwritten primary registration on behalf of the Company, then, with respect to each class proposed to be registered: (i) first, 100% of the securities Shares that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to offer and sell, subject to the provisions of Section 2.1(c), and ; (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution all Registrable Securities of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to same class or classes (or convertible at the extent any of Holder’s option into such holders has class or classes) held by Holders requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback RegistrationRegistration (for each such Holder, based on the number of shares Registrable Securities to be included in any such registration shall be the lesser of (x) the pro rata number of Registrable Securities or Piggyback among the respective Holders of such Registrable Securities requested in proportion, as nearly as practicable, to be registered the amounts of Registrable Securities held by each such holder.Holder at the time of

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 2 and subject to the terms of this Section 2.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 2.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to registration by other piggyback registration rights granted by shareholders shall be excluded unless the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 5.2 hereof, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution purpose of the securities to be includedexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if a limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested to Securities, Parity Shares and other shares of Common Stock that may be registered by each included in such holder.registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows:

Underwriter’s Cutback. The In connection with any registration of Warrant Shares, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of Warrant Shares to be underwritten. Notwithstanding any contrary provision of Section 8.1 or Section 8.2, and subject to the terms of this Section 8.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 8.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: (i) shares, other than Registrable Securities Securities, requested to be included in such registration by stockholders shall be excluded unless (x) the Registration Company has, prior to the date hereof, or after the date hereof with the consent of the Majority Holders, granted registration rights which are to be treated on an equal basis with Registrable Securities for such offering under Section 2.2(a) or pursuant to other piggyback the purpose of the exercise of the underwriter cutback (with it being specifically agreed and acknowledged that the registration rights granted by to Silicon Valley Bank pursuant to the CompanyRegistration Rights Agreement, if any ("Piggyback Securities"dated on or around December 30, 2002, between the Company and Silicon Valley Bank are to be treated on an equal basis with Registrable Securities for the purposes of this underwriting cutback), or (y) such shares are issued upon the exercise of warrants to be included on purchase Common Stock that are issued in connection with a Permitted Exchange (as defined in the same terms and conditions as any similar securities included therein. Notwithstanding Exchange Agreement), with it being specifically acknowledged that the foregoing, if registration rights granted to the managing underwriter or underwriters holders of any such proposed underwritten offerings informs the Company and the holders shares of such Common Stock are to be treated on an equal basis with Registrable Securities in writing that the total amount or kind for purposes of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), this underwriting cutback; and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if further limitation on the number of shares to be included in the offering is required, the number of Registrable Securities or Piggyback Securities and other shares of Common Stock that may be included in such registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Stock which each stockholder requested to be registered in such registration. No securities excluded from the underwriting by each reason of the underwriter's marketing limitation shall be included in such holderregistration. Upon delivery of a written request that Registrable Securities be included in an underwritten offering pursuant to Section 8.1.1 or Section 8.2.1, the holder thereof may not thereafter elect to withdraw therefrom without the written consent the Company and the Majority Participating Holders.

Underwriter’s Cutback. The (a) In connection with any registration of Shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of Shares to be underwritten. Notwithstanding any contrary provision of this Section 6 and subject to the terms of this Section 6.3.1, the underwriter may limit the number of Shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves primarily a registration for sale of securities for the Company’s own account, then the number of Shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 6.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of Shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing underwriter or underwriters Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of a proposed underwritten offering to permit Shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner: Shares, other than Registrable Securities Securities, requested to be included in such registration by other stockholders shall be excluded unless the Registration for such offering under Section 2.2(a) or pursuant to other piggyback Company has granted registration rights granted by which are to be treated on an equal basis with Registrable Securities for the Companypurpose of the exercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, if any ("Piggyback Securities")a limitation on the number of Shares is still required, to the number of Registrable Securities and Parity Shares that may be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any in such proposed underwritten offerings informs the Company and registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows: to each such holder requesting that its Registrable Securities or Parity Shares be registered in such registration a number of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities shares to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject equal to the provisions lesser of Section 2.1(c), and (iiA) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based on the number of shares of Registrable Securities or Piggyback Securities Parity Shares requested to be registered by each such holder, and (B) a number of such shares equal to such holder’s Registration Pro Rata Portion.

Underwriter’s Cutback. The In connection with any registration, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 5 and subject to the terms of this Section 5.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered for its own account in such registration shall not be subject to exclusion, in whole or in part, under this Section 5.3.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing underwriter or underwriters Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of a proposed underwritten offering to permit securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Companyholders thereof shall be excluded; and, if any ("Piggyback Securities")a limitation on the number of shares is still required, to the number of Registrable Securities that may be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities registration (whether requested to be included in such Registration registration under Section 5.1) shall be (i) first, 100% of allocated among the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities in proportion, as nearly as practicable, to the extent respective amounts of Registrable Securities which each such holder requested be registered in such registration. For purposes of any underwriter cutback, all Registrable Securities held by any holder of Registrable Securities which is a partnership, limited liability company or corporation shall also include any Registrable Securities held by the partners, retired partners, members, shareholders or affiliated entities of such holder, or the estates and family members of any such partners, retired partners, members and shareholders and any trusts for the benefit of any of the foregoing persons, and such holders has requested pursuant holder and other persons shall be deemed to Section 2.2(a) or pursuant be a single selling holder, and any pro rata reduction with respect to other incidental registration rights to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such Piggyback Registration, based on the number of shares registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration. In addition to the foregoing, and notwithstanding any contrary provision of this Section 5, the underwriter may specify that, because of marketing factors, one or Piggyback more holders of Registrable Securities requested to may not participate in the applicable registration, in which event the Registrable Securities of such holder or holders will not be registered by each included in such holderregistration.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 2 and subject to the terms of this Section 2.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves a registration for sale of securities for the Company’s own account, then the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 2.3.1. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts advise all Investors that would otherwise have securities to cause be registered and underwritten pursuant hereto, and the managing number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters shall determine that marketing factors require a different allocation: shares of a proposed underwritten offering to permit the Company’s Common Stock, other than Registrable Securities Securities, requested to be included in the Registration such registration by other shareholders shall be excluded except for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by any shares which the Company, if any ("Piggyback Securities"), to be included on with the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution consent of the securities offered in such offering parties required to approve any amendment or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% waiver of the securities that the Company or the holder or holders making a request for a Demand Registration this Agreement pursuant to Section 2.1 or pursuant 5.2, has granted registration rights which are to other demand registration rights, as be treated on an equal basis with Registrable Securities for the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution purpose of the securities to be includedexercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based if a limitation on the number of shares is still required, the number of Registrable Securities or Piggyback Securities requested Securities, Parity Shares and other shares of Common Stock that may be included in such registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows (but giving effect to be registered by each such holder.Section 7.8):

Underwriter’s Cutback. The In connection with any registration of --------------------- shares, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 7 and subject to the terms of this Section 7.4.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 7.4.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Companyshareholders shall be excluded; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities or Piggyback that may be included in such registration by holders of Shares under Section 7.1 shall be allocated among the holders of Registrable Securities requested in proportion, as nearly as practicable, to be registered by each such holder.the respective amounts of Registrable

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3(a), the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3(a)). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities and Stockholder Agreement Registrable Securities, requested to be included in such registration by shareholders shall be excluded to the Registration extent necessary to achieve the underwriter's cutback unless the Company has, with the consent of the majority of the Registrable Securities (and Warrants exercisable for such offering under Section 2.2(a) or pursuant to other piggyback Registrable Securities), granted registration rights granted by the Company, if any ("Piggyback Securities"), which are to be included treated on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of equal basis with Registrable Securities and holders Stockholder Agreement Registrable Securities for the purpose of Piggyback Securities to the extent any exercise of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registrationthe underwriter cutback; and, based if a limitation on the number of shares is still required, the number of Registrable Securities or Piggyback and Stockholder Agreement Registrable Securities shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of common stock which each shareholder requested to be registered in such registration. No securities excluded from the underwriting by each reason of the underwriter's marketing limitation shall be included in such holderregistration. If any holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.

Underwriter’s Cutback. The In connection with any registration of --------------------- shares, the underwriter may determine that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 8 and subject to the terms of this Section 8.4.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 8.4.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Securities, requested to be included in the Registration for such offering under Section 2.2(a) or pursuant to other piggyback registration rights granted by the Companyshareholders shall be excluded; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Securities that may be included in such registration shall be allocated among the holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which each such holder requested be registered in such registration. For purposes of any underwriter cutback, all Registrable Securities held by any holder of Registrable Securities which is a partnership, corporation or Piggyback limited liability company shall also include any Registrable Securities requested held by the partners, retired partners, shareholders, members or affiliated entities of such holder, or the estates and family members of any such partners, retired partners and members and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be deemed to be registered a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Registrable Securities owned by each all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.

Underwriter’s Cutback. The In connection with any registration of shares, the underwriter may determine that marketing factors (including without limitation an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 7 and subject to the terms of this Section 7.4.1, the underwriter may limit the number of shares which would otherwise be included in such registration by excluding any or all Registrable Management Securities from such registration (it being understood that the number of shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 7.4.1). Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration, the Company shall use its best efforts to cause advise all holders of the managing Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Management Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter or underwriters of shall determine that marketing factors require a proposed underwritten offering to permit the different allocation: shares, other than Registrable Securities Management Securities, requested to be included in such registration by shareholders shall be excluded unless the Registration for such offering under Section 2.2(a) or pursuant to other piggyback Company has, with the consent of the Majority Investors, granted registration rights granted by which are to be treated on an equal basis with Registrable Management Securities for the Companypurpose of the exercise of the underwriter cutback; and, if any ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed underwritten offerings informs the Company and the holders of such Registrable Securities in writing that the total amount or kind of securities, including Piggyback Securities, which such holders and any other persons or entities intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the securities offered in such offering or the timing thereof, then the securities to be included in such Registration shall be (i) first, 100% of the securities that the Company or the holder or holders making a request for a Demand Registration pursuant to Section 2.1 or pursuant to other demand registration rights, as the case may be, proposes to sell, subject to the provisions of Section 2.1(c), and (ii) second, the number of securities that, in the opinion of such underwriter or underwriters, can be sold without an adverse effect on the price, timing or distribution of the securities to be included, selected pro rata among holders of Registrable Securities and holders of Piggyback Securities to the extent any of such holders has requested pursuant to Section 2.2(a) or pursuant to other incidental registration rights to be included in such Piggyback Registration, based limitation on the number of shares is still required, the number of Registrable Management Securities and other shares of Common Stock that may be included in such registration shall be allocated among holders thereof in proportion, as nearly as practicable, to the respective amounts of Common Stock which each shareholder requested be registered in such registration. For purposes of any underwriter cutback, all Common Stock held by any holder of Registrable Management Securities which is a partnership or Piggyback Securities requested corporation shall also include any Common Stock held by the partners, retired partners, shareholders or affiliated entities of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be deemed to be registered a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by each all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any holder of Registrable Management Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Management Securities so withdrawn shall also be withdrawn from registration.