Common use of Underwriting; Cutback Clause in Contracts

Underwriting; Cutback. If the registration or offering of which the Company gives notice is for an underwritten public offering, the Company shall so advise the Qualified Holders who have elected to participate (and include the names of the proposed underwriters) as a part of the written notice given pursuant to Section 2.2(a)(2)(i). All Qualified Holders proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders with registration rights to participate therein) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. No Qualified Holder (or its permitted transferee or assignee under Section 2.11 or Section 2.13) shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Qualified Holder’s (or such transferee’s or assignee’s) authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. Notwithstanding any other provision of this Section 2.2, if the underwriters in good faith advise the Company and the Qualified Holders of Registrable Securities participating in the offering in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated (1) if the underwritten offering is for the Company’s account, (m) first, to the Company; (n) second, to the Qualified Holders requesting to include Registrable Securities in such offering based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (o) third, to the Other Selling Stockholders, if any, requesting to include Other Shares in such underwritten offering pursuant to piggyback rights and (2) if the underwritten offering is for the account of Other Selling Stockholders, then (x) first, to the Other Selling Stockholders, (y) second, to the Qualified Holders requesting to include Registrable Securities in such offering based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (z) third, to the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice to the Company and the underwriter. Any Registrable Securities or Other Shares excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding anything to the contrary, the Company shall be responsible for the Registration Expenses prior to any such withdrawal.

Underwriting; Cutback. If the registration or offering of which the Company gives notice is for an underwritten public offering, the Company shall so advise request inclusion in any Underwritten Takedown of securities to be sold for its own account, or if other persons shall request inclusion of Other Shares in any Underwritten Takedown, the Qualified Initiating Holders who have elected shall, on behalf of all Holders, offer to participate (include such securities in the underwriting and include such offer shall be conditioned upon the names participation of the proposed underwriters) as a part Company or such other persons in such underwriting and the inclusion of the written notice given pursuant to Company’s and such other person’s securities of the Company and their acceptance of the applicable provisions of this Section 2.2(a)(2)(i)2. All Qualified The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders with registration rights to participate thereinunderwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders. No Qualified Holder (or its permitted transferee or assignee under Section 2.11 or Section 2.132.11) shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Qualified Holder’s (or such transferee’s or assignee’s) authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. Notwithstanding any other provision of this Section 2.22.1, if the underwriters underwriters, in good faith faith, advise the Company and the Qualified Initiating Holders of Registrable Securities participating in the offering in writing that marketing factors require a limitation on the number of shares Registrable Securities to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to and Other Shares that may be so included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: (1) if the underwritten offering is for the Company’s account, (mi) first, to the Company; (n) second, to the Qualified among Initiating Holders requesting to include Registrable Securities in such offering Underwritten Takedown based on the pro rata percentage of Registrable Securities held requested by such Qualified Initiating Holders to be included in such Underwritten Takedown (determined based on the aggregate number of Registrable Securities held requested to be included in such Underwritten Takedown by each such Qualified Initiating Holder); and (o) third, to the Other Selling Stockholders, if any, requesting to include Other Shares in such underwritten offering pursuant to piggyback rights and (2) if the underwritten offering is for the account of Other Selling Stockholders, then (x) first, to the Other Selling Stockholders, (yii) second, to the Qualified among all other Holders requesting to include Registrable Securities in such offering Underwritten Takedown based on the pro rata percentage of Registrable Securities held requested by such Qualified Holders to be included in such Underwritten Takedown (determined based on the aggregate number of Registrable Securities held requested to be included in such Underwritten Takedown by each such Qualified Holder); and (ziii) third, to any holder of Preferred Stock Conversion Shares that has requested the inclusion of its Preferred Stock Conversion Shares pursuant to the Preferred Stock Subscription Agreement; (iv) fourth, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other Holders or employees of the Company, and (v) fifth, to any Other Selling Stockholders requesting to include Other Shares in such registration statement. If a person who has requested inclusion in such registration Underwritten Takedown as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice to the Company Company, the underwriter or the Initiating Holders, and the underwriter. Any Registrable Securities or Other Shares securities so excluded or withdrawn from such underwriting shall also be withdrawn from the Underwritten Takedown. If Registrable Securities are so withdrawn from the Underwritten Takedown and if the number of shares to be included in such registration. Notwithstanding anything Underwritten Takedown was previously reduced as a result of marketing factors pursuant to the contrarythis Section 2.1(e), then the Company shall offer to all Holders who have retained rights to include securities in the Underwritten Takedown the right to include additional Registrable Securities in the offering in an aggregate amount equal to the number of shares so withdrawn, with such shares to be responsible for the Registration Expenses prior to any allocated among such withdrawalHolders requesting additional inclusion, as set forth above.

Underwriting; Cutback. If the registration Company requests inclusion in any Underwritten Takedown of securities to be sold for its own account, or offering if other persons request inclusion of which Other Shares in any Underwritten Takedown, the Initiating Holder shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company gives notice is for an underwritten public offering, or such other persons in such underwriting and the inclusion of the Company’s and such other person’s securities of the Company shall so advise the Qualified Holders who have elected to participate (and include the names their acceptance of the proposed underwriters) as a part applicable provisions of the written notice given pursuant to this Section 2.2(a)(2)(i)2. All Qualified The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders with registration rights to participate thereinunderwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Holders that qualify as Initiating Holders. No Qualified Holder (or its permitted transferee or assignee under Section 2.11 or Section 2.13) shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Qualified Holder’s (or such transferee’s or assignee’s) authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. Notwithstanding any other provision of this Section 2.22.1, if the underwriters underwriters, in good faith faith, advise the Company and the Qualified Holders of Registrable Securities participating in the offering Initiating Holder in writing that marketing factors require a limitation on the number of shares securities of the Company to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to and Other Shares that may be so included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: (1) if the underwritten offering is for the Company’s account, (mi) first, to the Company; (n) second, to the Qualified among Initiating Holders requesting to include Registrable Securities in such offering Underwritten Takedown based on the pro rata percentage of Registrable Securities held by such Qualified Initiating Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Initiating Holder); and , provided that not less than 20% of the allocation in this clause (oi) third, to the Other Selling Stockholders, if any, requesting to include Other Shares in such underwritten offering pursuant to piggyback rights and (2) if the underwritten offering is shall be for the account of Other Selling Stockholders, then Sponsor or its permitted transferees under Section 2.11 or Section 2.13; (x) first, to the Other Selling Stockholders, (yii) second, to the Qualified among all other Holders requesting to include Registrable Securities in such offering Underwritten Takedown based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (ziii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other Holders or employees of the Company, and (iv) fourth, to any Other Selling Stockholders requesting to include Other Shares in such Underwritten Takedown. If a person who has requested inclusion in such registration Underwritten Takedown as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice to the Company Company, the underwriter or the Initiating Holders, and the underwriter. Any Registrable Securities or Other Shares securities so excluded or withdrawn from such underwriting shall also be withdrawn from the Underwritten Takedown. If securities are so withdrawn from the Underwritten Takedown and if the number of shares to be included in such registration. Notwithstanding anything Underwritten Takedown was previously reduced as a result of marketing factors pursuant to the contrarythis Section 2.1(e), then the Company shall offer to all Holders who have retained rights to include securities in the Underwritten Takedown the right to include additional Registrable Securities in the offering in an aggregate amount equal to the number of shares so withdrawn, with such shares to be responsible for the Registration Expenses prior to any allocated among such withdrawalHolders requesting additional inclusion, as set forth above.

Underwriting; Cutback. If the registration or offering of which the Company gives notice is for an underwritten public offering, the Company shall so advise the Qualified Holders who have elected to participate (and include the names of the proposed underwriters) as a part of the written notice given pursuant to Section 2.2(a)(2)(i2.2(a)(i). All Qualified Holders proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders with registration rights to participate therein) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. No Qualified Holder (or its permitted transferee or assignee under Section 2.11 or Section 2.132.11) shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Qualified Holder’s (or such transferee’s or assignee’s) authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. Notwithstanding any other provision of this Section 2.2, if the underwriters in good faith advise the Company and the Qualified Holders of Registrable Securities participating in the offering in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwritingunderwriting shall be reduced, subject to the limitations set forth below. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated (1) if the underwritten offering is for the Company’s account, (m) first, to the Company; (n) second, to the Qualified Holders requesting to include Registrable Securities in such offering based on the pro rata percentage of Registrable Securities held requested to be included by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder)Holders; and (o) third, to any holder of Preferred Stock Conversion Shares that has requested the inclusion of its Preferred Stock Conversion Shares pursuant to the Preferred Stock Subscription Agreement; and (iv) fourth, to the Other Selling Stockholders, if any, requesting to include Other Shares in such underwritten offering pursuant to piggyback rights and (2) if the underwritten offering is for the account of Other Selling Stockholders, then (x) first, to the Other Selling Stockholders, (y) second, to the Qualified Holders requesting to include Registrable Securities in such offering based on the pro rata percentage of Registrable Securities held requested to be included by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder)Holders; and (z) third, to the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice to the Company and the underwriter. Any Registrable Securities or Other Shares excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding anything to the contrary, the Company shall be responsible for the Registration Expenses prior to any such withdrawal.

Underwriting; Cutback. If the registration or offering of which the Company gives notice is for an underwritten public offering, the Company shall so advise request inclusion in any Underwritten Takedown of securities to be sold for its own account, or if other persons shall request inclusion of Other Shares in any Underwritten Takedown, the Qualified Initiating Holders who have elected shall, on behalf of all Holders, offer to participate (include such securities in the underwriting and include such offer shall be conditioned upon the names participation of the proposed underwriters) as a part Company or such other persons in such underwriting and the inclusion of the written notice given pursuant to Company’s and such other person’s securities of the Company and their acceptance of the applicable provisions of this Section 2.2(a)(2)(i)2. All Qualified The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders with registration rights to participate thereinunderwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders. No Qualified Holder (or its permitted transferee or assignee under Section 2.11 or Section 2.132.10) shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Qualified Holder’s (or such transferee’s or assignee’s) authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. Notwithstanding any other provision of this Section 2.22.1, if the underwriters underwriters, in good faith faith, advise the Company and the Qualified Initiating Holders of Registrable Securities participating in the offering in writing that marketing factors require a limitation on the number of shares Registrable Securities to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to and Other Shares that may be so included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: (1) if the underwritten offering is for the Company’s account, (mi) first, to the Company; (n) second, to the Qualified among Initiating Holders requesting to include Registrable Securities in such offering Underwritten Takedown based on the pro rata percentage of Registrable Securities held by such Qualified Initiating Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Initiating Holder); and (o) third, to the Other Selling Stockholders, if any, requesting to include Other Shares in such underwritten offering pursuant to piggyback rights and (2) if the underwritten offering is for the account of Other Selling Stockholders, then (x) first, to the Other Selling Stockholders, (yii) second, to the Qualified among all other Holders requesting to include Registrable Securities in such offering Underwritten Takedown based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (ziii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other Holders or employees of the Company, and (iv) fourth, to any Other Selling Stockholders requesting to include Other Shares in such registration statement. If a person who has requested inclusion in such registration Underwritten Takedown as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice to the Company Company, the underwriter or the Initiating Holders, and the underwriter. Any Registrable Securities or Other Shares securities so excluded or withdrawn from such underwriting shall also be withdrawn from the Underwritten Takedown. If Registrable Securities are so withdrawn from the Underwritten Takedown and if the number of shares to be included in such registration. Notwithstanding anything Underwritten Takedown was previously reduced as a result of marketing factors pursuant to the contrarythis Section 2.1(e), then the Company shall offer to all Holders who have retained rights to include securities in the Underwritten Takedown the right to include additional Registrable Securities in the offering in an aggregate amount equal to the number of shares so withdrawn, with such shares to be responsible for the Registration Expenses prior to any allocated among such withdrawalHolders requesting additional inclusion, as set forth above.

Underwriting; Cutback. If the registration or offering of which the Company gives notice is for an underwritten public offering, the Company shall so advise the Qualified Holders who have elected to participate (and include the names of the proposed underwriters) as a part of the written notice given pursuant to Section 2.2(a)(2)(i). All Qualified Holders proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders with registration rights to participate therein) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. No Qualified Holder (or its permitted transferee or assignee under Section 2.11 or Section 2.132.11) shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Qualified Holder’s (or such transferee’s or assignee’s) authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. Notwithstanding any other provision of this Section 2.2, if the underwriters in good faith advise the Company and the Qualified Holders of Registrable Securities participating in the offering in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated (1) if the underwritten offering is for the Company’s account, (m) first, to the Company; (n) second, to the Qualified Holders requesting to include Registrable Securities in such offering based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (o) third, to the Other Selling Stockholders, if any, requesting to include Other Shares in such underwritten offering pursuant to piggyback rights and (2) if the underwritten offering is for the account of Other Selling Stockholders, then (x) first, to the Other Selling Stockholders, (y) second, to the Qualified Holders requesting to include Registrable Securities in such offering based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (z) third, to the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice to the Company and the underwriter. Any Registrable Securities or Other Shares excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding anything to the contrary, the Company shall be responsible for the Registration Expenses prior to any such withdrawal.

Underwriting; Cutback. If the registration Company requests inclusion in any Underwritten Takedown of securities to be sold for its own account, or offering if other persons request inclusion of which Other Shares in any Underwritten Takedown, the Initiating Holder shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company gives notice is for an underwritten public offering, or such other persons in such underwriting and the inclusion of the Company’s and such other person’s securities of the Company shall so advise the Qualified Holders who have elected to participate (and include the names their acceptance of the proposed underwriters) as a part applicable provisions of the written notice given pursuant to this Section 2.2(a)(2)(i)2. All Qualified The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders with registration rights to participate thereinunderwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of Holders that qualify as Initiating Holders. No Qualified Holder (or its permitted transferee or assignee under Section 2.11 or Section 2.132.11) shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Qualified Holder’s (or such transferee’s or assignee’s) authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. Notwithstanding any other provision of this Section 2.22.1, if the underwriters underwriters, in good faith faith, advise the Company and the Qualified Holders of Registrable Securities participating in the offering Initiating Holder in writing that marketing factors require a limitation on the number of shares securities of the Company to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to and Other Shares that may be so included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: (1) if the underwritten offering is for the Company’s account, (mi) first, to the Company; (n) second, to the Qualified among Initiating Holders requesting to include Registrable Securities in such offering Underwritten Takedown based on the pro rata percentage of Registrable Securities held by such Qualified Initiating Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Initiating Holder); and , provided that not less than 30% of the allocation in this clause (oi) third, to the Other Selling Stockholders, if any, requesting to include Other Shares in such underwritten offering pursuant to piggyback rights and (2) if the underwritten offering is shall be for the account of Other Selling Stockholders, then Initial Investors; (x) first, to the Other Selling Stockholders, (yii) second, to the Qualified among all other Holders requesting to include Registrable Securities in such offering Underwritten Takedown based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (ziii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other Holders or employees of the Company, and (iv) fourth, to any Other Selling Stockholders requesting to include Other Shares in such Underwritten Takedown. If a person who has requested inclusion in such registration Underwritten Takedown as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice to the Company Company, the underwriter or the Initiating Holders, and the underwriter. Any Registrable Securities or Other Shares securities so excluded or withdrawn from such underwriting shall also be withdrawn from the Underwritten Takedown. If securities are so withdrawn from the Underwritten Takedown and if the number of shares to be included in such registration. Notwithstanding anything Underwritten Takedown was previously reduced as a result of marketing factors pursuant to the contrarythis Section 2.1(e), then the Company shall offer to all Holders who have retained rights to include securities in the Underwritten Takedown the right to include additional Registrable Securities in the offering in an aggregate amount equal to the number of shares so withdrawn, with such shares to be responsible for the Registration Expenses prior to any allocated among such withdrawalHolders requesting additional inclusion, as set forth above.

Underwriting; Cutback. If the registration or offering of which the Company gives notice is for an underwritten public offering, the Company shall so advise the Qualified Holders who have elected to participate (and include the names of the proposed underwriters) as a part of the written notice given pursuant to Section 2.2(a)(2)(i2.2(a)(i). All Qualified Holders proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders with registration rights to participate therein) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. No Qualified Holder (or its permitted transferee or assignee under Section 2.11 or Section 2.132.10) shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Qualified Holder’s (or such transferee’s or assignee’s) authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. Notwithstanding any other provision of this Section 2.2, if the underwriters in good faith advise the Company and the Qualified Holders of Registrable Securities participating in the offering in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated (1) if the underwritten offering is for the Company’s account, (m) first, to the Company; (n) second, to the Qualified Holders requesting to include Registrable Securities in such offering based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (o) third, to the Other Selling Stockholders, if any, requesting to include Other Shares in such underwritten offering pursuant to piggyback rights and (2) if the underwritten offering is for the account of Other Selling Stockholders, then (xw) first, to the Other Selling Stockholders, (yx) second, to the Qualified Holders requesting to include Registrable Securities in such offering based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (zy) third, to the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice to the Company and the underwriter. Any Registrable Securities or Other Shares excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding anything to the contrary, the Company shall be responsible for the Registration Expenses prior to any such withdrawal.

Underwriting; Cutback. If the registration Company requests inclusion in any Underwritten Takedown of securities to be sold for its own account, or offering if other persons request inclusion of which Other Shares in any Underwritten Takedown, the Initiating Holder shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company gives notice is for an underwritten public offering, or such other persons in such underwriting and the inclusion of the Company’s and such other person’s securities of the Company shall so advise the Qualified Holders who have elected to participate (and include the names their acceptance of the proposed underwriters) as a part applicable provisions of the written notice given pursuant to this Section 2.2(a)(2)(i)2. All Qualified The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders with registration rights to participate thereinunderwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of Holders that qualify as Initiating Holders. No Qualified Holder (or its permitted transferee or assignee under Section 2.11 or Section 2.13) shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Qualified Holder’s (or such transferee’s or assignee’s) authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. Notwithstanding any other provision of this Section 2.22.1, if the underwriters underwriters, in good faith faith, advise the Company and the Qualified Holders of Registrable Securities participating in the offering Initiating Holder in writing that marketing factors require a limitation on the number of shares securities of the Company to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to and Other Shares that may be so included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: (1) if the underwritten offering is for the Company’s account, (mi) first, to the Company; (n) second, to the Qualified among Initiating Holders requesting to include Registrable Securities in such offering Underwritten Takedown based on the pro rata percentage of Registrable Securities held by such Qualified Initiating Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Initiating Holder); and , provided that not less than 20% of the allocation in this clause (oi) third, to the Other Selling Stockholders, if any, requesting to include Other Shares in such underwritten offering pursuant to piggyback rights and (2) if the underwritten offering is shall be for the account of Other Selling Stockholders, then Sponsor or its permitted transferees under Section 2.11 or Section 2.13; (x) first, to the Other Selling Stockholders, (yii) second, to the Qualified among all other Holders requesting to include Registrable Securities in such offering Underwritten Takedown based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (ziii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other Holders or employees of the Company, and (iv) fourth, to any Other Selling Stockholders requesting to include Other Shares in such Underwritten Takedown. If a person who has requested inclusion in such registration Underwritten Takedown as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice to the Company Company, the underwriter or the Initiating Holders, and the underwriter. Any Registrable Securities or Other Shares securities so excluded or withdrawn from such underwriting shall also be withdrawn from the Underwritten Takedown. If securities are so withdrawn from the Underwritten Takedown and if the number of shares to be included in such registration. Notwithstanding anything Underwritten Takedown was previously reduced as a result of marketing factors pursuant to the contrarythis Section 2.1(e), then the Company shall offer to all Holders who have retained rights to include securities in the Underwritten Takedown the right to include additional Registrable Securities in the offering in an aggregate amount equal to the number of shares so withdrawn, with such shares to be responsible for the Registration Expenses prior to any allocated among such withdrawalHolders requesting additional inclusion, as set forth above.

Underwriting; Cutback. If the registration or offering of which the Company gives notice is for an underwritten public offering, the Company shall so advise request inclusion in any Underwritten Takedown securities being sold for its own account, or if other persons shall request inclusion of Other Shares in any Underwritten Takedown, the Qualified Initiating Holders who have elected shall, on behalf of all Holders, offer to participate (include such securities in the underwriting and include such offer shall be conditioned upon the names participation of the proposed underwriters) as a part Company or such other persons in such underwriting and the inclusion of the written notice given pursuant to Company’s and such other person’s securities of the Company and their acceptance of the further applicable provisions of this Section 2.2(a)(2)(i)2. All Qualified The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders with registration rights to participate thereinunderwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company. No Qualified Holder (or its permitted transferee or assignee under Section 2.11 or Section 2.13) shall be required , which underwriters are reasonably acceptable to make any representations or warranties to, or agreements with, a majority-in-interest of the Company or the underwriters other than representations, warranties or agreements regarding such Qualified Holder’s (or such transferee’s or assignee’s) authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by lawInitiating Holders. Notwithstanding any other provision of this Section 2.22.1, if the underwriters in good faith advise the Company and the Qualified Initiating Holders of Registrable Securities participating in the offering in writing that marketing factors require a limitation on the number of shares Registrable Securities to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to and Other Shares that may be so included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: (1) if the underwritten offering is for the Company’s account, (mi) first, to the Company; (n) second, to the Qualified among all Holders requesting to include Registrable Securities in such offering registration statement based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other Holders or employees of the Company, and (oiii) third, to the any Other Selling Stockholders, if any, Shareholders requesting to include Other Shares in such underwritten offering pursuant to piggyback rights and (2) if the underwritten offering is for the account of Other Selling Stockholders, then (x) first, to the Other Selling Stockholders, (y) second, to the Qualified Holders requesting to include Registrable Securities in such offering based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (z) third, to the Companyregistration statement. If a person who has requested inclusion in such registration Underwritten Takedown as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice to the Company Company, the underwriter or the Initiating Holders, and the underwriter. Any Registrable Securities or Other Shares securities so excluded or withdrawn from such underwriting shall also be withdrawn from the Underwritten Takedown. If Registrable Securities are so withdrawn from the Underwritten Takedown and if the number of shares to be included in such registration. Notwithstanding anything Underwritten Takedown was previously reduced as a result of marketing factors pursuant to the contrarythis Section 2.1(f), then the Company shall then offer to all Holders who have retained rights to include securities in the Underwritten Takedown the right to include additional Registrable Securities in the offering in an aggregate amount equal to the number of shares so withdrawn, with such shares to be responsible for the Registration Expenses prior to any allocated among such withdrawalHolders requesting additional inclusion, as set forth above.

Underwriting; Cutback. If the registration or offering of which the Company gives notice is for an underwritten public offering, the Company shall so advise the Qualified Holders who have elected to participate (and include the names of the proposed underwriters) as a part of the written notice given pursuant to Section 2.2(a)(2)(i2.2(a)(i). All Qualified Holders proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders with registration rights to participate therein) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. No Qualified Holder (or its permitted transferee or assignee under Section 2.11 or Section 2.132.10) shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Qualified Holder’s (or such transferee’s or assignee’s) authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. Notwithstanding any other provision of this Section 2.2, if the underwriters in good faith advise the Company and the Qualified Holders of Registrable Securities participating in the offering in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated (1) if the underwritten offering is for the Company’s account, (m) first, to the Company; (n) second, to the Qualified Holders requesting to include Registrable Securities in such offering based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (o) third, to the Other Selling Stockholders, if any, requesting to include Other Shares in such underwritten offering pursuant to piggyback rights and (2) if the underwritten offering is for the account of Other Selling Stockholders, then (x) first, to the Other Selling Stockholders, (y) second, to the Qualified Holders requesting to include Registrable Securities in such offering based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (z) third, to the Company. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice to the Company and the underwriter. Any Registrable Securities or Other Shares excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding anything to the contrary, the Company shall be responsible for the Registration Expenses prior to any such withdrawal.such

Underwriting; Cutback. If the registration or offering of which the Company gives notice is for a registered public offering involving an underwritten public offeringunderwriting, the Company shall so advise the Qualified Holders who have elected to participate (and include the names of the proposed underwriters) as a part of the written notice given pursuant to Section 2.2(a)(2)(i2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Qualified Holders proposing to distribute their securities through such underwriting shall (together with the Company and Company, the Other Selling Stockholders Shareholders and other holders of securities of the Company with registration rights to participate thereintherein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. No Qualified Holder (or its permitted transferee or assignee under Section 2.11 or Section 2.13) shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Qualified Holder’s (or such transferee’s or assignee’s) authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. Notwithstanding any other provision of this Section 2.2, if the underwriters in good faith advise the Company and the Qualified Holders of Registrable Securities participating in the offering in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated allocated, as follows: (1) if the underwritten offering is for the Company’s account, (mi) first, to the Company; Company for securities being sold for its own account, (nii) second, to the Qualified Holders requesting to include Registrable Securities in such offering registration statement pursuant to piggyback registration rights based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); , and (oiii) third, to the Other Selling Stockholders, if any, Shareholders requesting to include Other Shares in such underwritten offering registration statement pursuant to piggyback rights and (2) if registration rights; provided, however, that in no event may less than one-third of the total number of Equity Shares or other securities of the Company to be included in such underwritten offering is be made available for the account of Other Selling Stockholders, then (x) first, to the Other Selling Stockholders, (y) second, to the Qualified Holders requesting to include Registrable Securities in such offering based on the pro rata percentage of Registrable Securities held by such Qualified Holders (determined based on the aggregate number of Registrable Securities held by each such Qualified Holder); and (z) third, to the CompanySecurities. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice to the Company and the underwriter. The Registrable Securities or Other Shares so excluded shall also be withdrawn from such registration. Any Registrable Securities or Other Shares excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding anything to the contrary, the Company shall be responsible for the Registration Expenses prior to any such withdrawal.