Common use of Underwriting Requirements Clause in Contracts

Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s capital shares, the Company shall not be required under Section 2.2 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds and shareholders of such Rights 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 shall be deemed to be a single “selling shareholder,” and any pro-rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital shares's Common Stock, the Company shall not be required under Section 2.2 1.2 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be first apportioned pro rata among the selling shareholders stockholders other than the Founders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder other than the Founders or in such other proportions as shall mutually be agreed to by such selling shareholders) but stockholders, and the remaining securities, if any, to be so apportioned between the Founders). As a result of the immediately preceding sentence, no securities owned by a Founder shall be entitled to be included in no event shall (i) such offering unless the total amount of securities entitled to be included therein owned by each selling stockholder other than the Founders has not been reduced to less than the amount of Registrable Securities of the requested by such selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders stockholders to be included in such an offering shall be pari passu in accordance with each otherSection 1.2. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” stockholder", and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with the IPO pursuant to Section 2.1 and any offering involving an underwriting of shares of the Company’s capital sharesstock pursuant to Section 2.2, the Company shall not be required under Section 2.2 to include any of the Rights Holders’ securities Registrable Securities in such underwriting unless they the Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total amount number of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount number of securities to be sold (other than by the Company) that the underwriters determine in their sole reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine and the Company in their sole discretion determine will not jeopardize the success of the offering (offering. If the securities so included underwriters determine that less than all of the Registrable Securities requested to be apportioned pro rata registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling shareholders according Selling Holders in proportion (as nearly as practicable) to the total amount number of securities entitled to be included therein Registrable Securities owned by each selling shareholder Selling Holder or in such other proportions as shall mutually be agreed to by all such selling shareholders) but Selling Holders. To facilitate the allocation of shares in no event shall (i) accordance with the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubtabove provisions, the rights Company or the underwriters may round the number of Rights Holders shares allocated to be included in such an offering shall be pari passu with each otherany Holder to the nearest 100 shares. For purposes of the preceding parenthetical provision in this Section 2.3 concerning apportionment, for any selling shareholder which Selling Holder that is a Rights Holder or which is a venture capital fundpartnership, partnership limited liability company, or corporation, the partners, members, retired partners, the affiliated venture capital funds retired members, stockholders, and shareholders Affiliates of such Rights Holder, or the estates and family members Immediate Family Members of any such partners partners, retired partners, members, and retired partners members and any trusts for the benefit of any of the foregoing persons Persons, shall be deemed to be a single “selling shareholder,” Selling Holder, and any pro-pro rata reduction with respect to such “selling shareholder” Selling Holder shall be based upon the aggregate amount number of shares carrying registration rights Registrable Securities owned by all entities and individuals Persons included in such “selling shareholder,” Selling Holder, as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering pursuant to SECTION 1.3 involving an underwriting of shares of the Company’s 's capital sharesstock by the Company, the Company shall not be required under Section 2.2 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder, or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherstockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fundlimited liability company, partnership or corporation, the members, partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, or the estates and family members of any such members, partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling shareholderstockholder,” " and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital sharesstock, the Company shall not be required under this Section 2.2 6.3 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders Holders according to the total amount of securities entitled to be included therein owned by each selling shareholder Holder or in such other proportions as shall mutually be agreed to by such selling shareholders) Holders), but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included any shares being sold by a stockholder exercising a demand registration right similar to that granted in the offering Section 6.2 be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in excluded from such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which stockholder that is a Rights Holder or which of Registrable Securities and that is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 shall be deemed to be a single “selling shareholderHolder,” and any pro-pro rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ Stockholder's securities in such underwriting unless they accept the Stockholder accepts the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholdersstockholders) but but, except with respect to any one offering pursuant to Section 1.3 following the first such offering pursuant to Section 1.3 to occur after the closing date of the Merger, in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders Stockholder included in the offering be reduced below twenty-twenty five percent (25%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or Stockholder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights HolderStockholder, 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 shall be deemed to be a single “"selling shareholder,” stockholder", and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” stockholder", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital sharesstock pursuant to this Section 2, the Company shall not be required under Section 2.2 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering (offering. Notwithstanding any other provision of this Section 2.5, if the securities so included managing underwriter determines that there be a limitation of the number of shares to be apportioned pro rata among the selling shareholders according to the total amount of underwritten, no securities entitled to be included therein owned registered for sale by each selling shareholder or in such other proportions as Holders shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held unless all shares to be registered for sale by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders Company to be included in such an offering underwriting are so included and any remaining securities to be included in such registration shall be pari passu with allocated pro rata among the Holders and any other holders of “piggy-back” registration rights (and no other stockholders), based on the number of shares requested to be included in such registration by all such holders. The Company shall so advise each otherHolder and the number of shares of Registrable Securities to be included in the registration and underwriting shall be so limited. For purposes of the preceding parenthetical concerning apportionmentapportionment as set forth in this Section 2.5, for any selling shareholder stockholder which is a Rights Holder or of Registrable Securities and which is a venture capital an investment fund, partnership partnership, limited liability company or corporation, the partners, members, retired partners, the affiliated venture capital funds retired members, stockholders and shareholders Affiliates of such Rights Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling shareholder,” Holder”, and any pro-rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholderHolder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital sharesstock pursuant to Section 2.2, the Company shall not be required under Section 2.2 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling shareholders according to Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each all selling shareholder Holders or in such other proportions as shall mutually be agreed to by all such selling shareholders) but Holders. Notwithstanding the foregoing, in no event shall notwithstanding (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offeringabove, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders described in Section 1.11(i) be excluded from such underwriting unless all Registrable Securities described in Section 1.11(ii) are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in first excluded from such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or of Registrable Securities and which is a venture capital an investment fund, partnership partnership, limited liability company or corporation, the partners, members, retired partners, the affiliated venture capital funds retired members, stockholders and shareholders Affiliates of such Rights Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling shareholder,” Holder”, and any pro-rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholderHolder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s capital shares, the Company shall not be required under Section 2.2 3 to include any of the Rights Holders’, Hony Holders’ or Existing Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders Hony Holders’ Registrable Securities and Existing Holder’s Registrable Securities, proposed to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company securities, including Registrable Securities, including Hony Holders’ Registrable Securities and Existing Holder’s Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Existing Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities securities held by any shareholder other shareholder, including the Holder and Hony Holders, be included if any securities held by any selling Existing Holder are excluded or (iii) any securities held by any shareholders other than the selling Rights Existing Holders, Holders and Hony Holders be included if any Registrable Securities securities held by any selling Rights Holders Existing Holder, Holder or Hony Holder are excluded. For the avoidance of doubt, the rights of Rights Holders and Honey Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights an Existing Holder, Holder or Hony Holder and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “selling shareholder,” and any pro-rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities, Hony Holders’ Registrable Securities or Existing Holders’ Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital sharesstock, the Company shall not be required under Section 2.2 5.2 to include any of the Rights Holders’ securities Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders Holders according to the total amount of securities entitled to be included therein owned by each selling shareholder Holder or in such other proportions as shall mutually be agreed to by such selling shareholders) but Holders, subject to giving precedence to holders of registration rights senior in no event shall (i) time of grant to the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherHolders). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which Holder who is a Rights Holder or which holder of Registrable Securities and is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 shall be deemed to be a single “selling shareholder,” Holder”, and any pro-rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” Holder”, as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.2 or 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be first taken from the Holders of Registrable Securities and apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholders) stockholders, but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering any shares being sold by a stockholder exercising registration rights pursuant to Section 1.3 be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in excluded from such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling shareholder Holder which is a Rights Holder or which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 persons, shall be deemed to be a single “"selling shareholderstockholder,” " and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 4.2 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (subject to the rights of other security holders of the Company, including, without limitation, preferred shareholders, the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” ", and any pro-rata reduction with respect to such “"selling shareholder” " shall be be-based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” ", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any underwritten public offering involving an underwriting of shares of the Company’s capital sharesstock, the Company shall not be required under this Section 2.2 1.3 to include any of the Rights Holders’ a Holder’s securities in such underwriting offering unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders Holders and any other stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder Holder or other stockholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherHolders). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which stockholder that is a Rights Holder or which of Registrable Securities and that is a venture capital fundpartnership, partnership limited liability company or corporation, the partners, members, retired partners, the affiliated venture capital funds retired members and shareholders stockholders of such Rights Holder, or the estates and family members of any such partners partners, members and retired partners partners, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single single. “selling shareholderHolder,” and any pro-pro rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 2.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities and Clearlake Registrable Securities, requested by shareholders Holders and Clearlake Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities and Clearlake Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherstockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the affiliated funds, partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholderstockholder,” " and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s capital shares, the Company shall not be required under Section 2.2 to include any of the Rights Holders’ Holder’s securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their his sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities that the underwriters determine in their his sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securities, including Registrable Securities, which the underwriters determine in their his sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders Holder included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders Holder be included if any Registrable Securities held by any the selling Rights Holders Holder are excluded. For the avoidance of doubt, the rights of Rights Holders Holder to be included in such an offering shall be pari passu with each other. For purposes of If the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds and shareholders of such Rights 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 shall be deemed to be a single “selling shareholder,” and any pro-rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 6.3 to include any of the Rights Holders’ securities in such underwriting unless they accept the selling stockholder accepts the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other the persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering offering. In any circumstance in which all of the Registrable Securities requested to be included in a registration on behalf of Holders or other selling stockholders cannot be so included as a result of the above-described limitation, the number of shares of Registrable Securities that may be included shall be allocated among the Holders and other selling stockholders as follows: first all Shares other than Registrable Securities shall be excluded so that all Registrable Securities requested to be included in such registration shall be included first (the securities so included to be apportioned pro rata among the selling shareholders all Holders according to the total amount of securities entitled to be included therein owned by each selling shareholder such Holder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Holder or Holders); second, after all Registrable Securities have been included, the remaining portion of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering allocation shall be pari passu with each otherallocated among the holders of any Shares (pro rata among such holders). For purposes of the preceding parenthetical parentheticals concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 shall be deemed to be a single “"selling shareholder,” stockholder", and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholdersstockholders) but in no event event, except as otherwise required by the Registration Rights Agreement, shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling stockholders may be excluded entirely if the underwriters make the determination described above and no other stockholder's securities are included or (ii) notwithstanding (i) above, any other Company Securities held shares being sold by any shareholder other than the selling Rights Holders a stockholder exercising a demand registration right similar to that granted in Section 1.2 be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in excluded from such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” stockholder", and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” stockholder", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Company’s capital shares, the Company shall not be required under Section 2.2 2.3 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but ); provided, however, that in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than unless such offering is the Initial Offering, in which case the selling Rights Holders shareholders may be included excluded if any the underwriters make the determination described above. In no event shall shares of Registrable Securities held by the Investors be excluded from such registration unless any other shares held by selling Rights Holders are excluded. For the avoidance of doubtshareholders, the rights of Rights Holders to be included in including all Key Holder Shares have been completely excluded from such an offering shall be pari passu with each otherregistration. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which that is a Rights Holder or which of Registrable Securities and that is a venture capital fundpartnership, partnership limited liability company or corporation, the partners, retired partners, the affiliated venture capital funds members, former members and shareholders of such Rights Holder, or the estates and family members of any such partners and retired partners partners, members or former members and any trusts for the benefit of any of the foregoing persons and affiliates of such Holder shall be deemed to be a single “selling shareholder,” and any pro-pro rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ Holder's securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholders) stockholders, but in no any event shall (i) subject to the amount apportionment rights of Registrable Securities certain selling stockholders under Section 1.8 of the selling Registration Rights Holders included in Agreement, dated October 20, 1997, between the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherand certain stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which stockholder that is a Rights Holder or which of Registrable Securities and that is a venture capital fund, partnership or corporation, the corporate partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 shall be deemed to be a single “"selling shareholderstockholder,” " and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of the Companyshares of Parent’s capital sharesstock, the Company Parent shall not be required under this Section 2.2 2.3 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Parent and the underwriters of internationally recognized standing selected by it Parent (or by other persons Persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyParent. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by Parent that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Parent shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering (the securities so included to shall be apportioned pro rata among the selling shareholders according Holders and the equityholders of the Company who request to have securities registered pursuant to the total amount exercise of securities entitled contractual piggyback registration rights under the Registration Rights Agreement based on the number of Registrable Securities each such Holder and each such participating equityholder party to the Registration Rights Agreement has requested to be included therein owned by each selling shareholder in such underwriting, or in such other proportions as shall mutually be agreed to by all such selling shareholders) but Holders and participating equityholders party to the Registration Rights Agreement. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such offering unless all other stockholders’ securities (other than those subject to the Registration Rights Agreement) have been first excluded from the offering and (ii) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five twenty percent (2520%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling shareholder which stockholder that is a Rights Holder or which of Registrable Securities and that is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds funds, partners, members, retired partners and shareholders stockholders of such Rights Holder, or the estates and family members Family Members of any such partners partners, members and retired partners and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single “selling shareholderHolder,” and any pro-pro rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s Shares of SalesLogix's capital sharesstock, the Company SalesLogix shall not be required under Section 2.2 1.6 to include any of the Rights Holders’ Holder's securities in such underwriting unless they accept the Holder accepts the terms of the underwriting as agreed upon between the Company SalesLogix and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the CompanySalesLogix. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by SalesLogix that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company SalesLogix shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders Holders according to the total amount of securities entitled requested to be included therein owned by each selling shareholder Holder or in such other proportions as shall mutually be agreed to by such selling shareholders) Holders, but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, or (ii) notwithstanding (i) above, any other Company Securities held shares being sold by any shareholder other than Symantec pursuant to exercise of a demand registration right under Section 1.5 or by holders pursuant to exercise of a demand right under Section 1.2(a) of the selling Rights Holders Restated Existing Agreement be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in excluded from such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 shall be deemed to be a single “"selling shareholderstockholder,” " and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares Shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s capital shares, the The Company shall not be required under Section 2.2 to include in any registration and underwriting to which this Section 1.3 is applicable, the Registrable Securities of the Rights Holders’ securities in such underwriting unless they accept the terms of any Holder that fails to execute the underwriting as agreed upon agreement entered into between the Company and the underwriter or underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)it. In addition, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securities, including Registrable Securities, which Securities that the underwriters determine in their sole discretion good faith will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders Holders according to the total amount of securities entitled to be included therein owned by each selling shareholder Holder or in such other proportions as shall mutually be agreed to by such selling shareholders) Holders), but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering registration be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offeringregistration, unless such offering is the Initial Offering of the Company’s securities and such registration does not include shares of any other selling shareholders, in which case the selling Holders may be completely excluded if the underwriters make the determination described above and no other shareholder’s securities are included, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any number of shares of Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering underwriting be reduced unless all other securities (other than those of the Company) are first entirely excluded from the underwriting. In no event will shares of any other selling shareholders be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be pari passu with each otherexcluded and withdrawn from the registration. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which that is a Rights Holder or which of Registrable Securities and that is a venture capital fund, partnership partnership, limited liability company or corporation, the affiliated venture capital funds, partners, retired partners, the affiliated venture capital funds members, former members, and shareholders of such Rights Holder, or the estates and family members of any such partners and partners, retired partners partners, members, former members, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling shareholderHolder,” and any pro-pro rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned of record by all such related entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital sharesstock, the Company shall not be required under Section 2.2 3 to include any of the Rights Holders’ securities in such underwriting unless they accept the customary terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCompany pursuant to the guidelines set out below. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering offering, when added to the securities to be offered by the Company, exceeds the maximum amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders Holders according to the total amount of securities entitled to be included therein owned by each selling shareholder Holder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherHolders). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which Holder that is a Rights Holder or which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 shall be deemed to be a single “selling shareholder,” Holder, and any pro-rata reduction with respect to such “selling shareholder” Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” as defined in this sentenceHolder. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities are excluded or withdrawn from any registration pursuant to this Section 8, no other securities (except securities offered by the underwritten offering Company) shall be withdrawn from the included in such registration.

Underwriting Requirements. In connection with any ------------------------- offering involving an underwriting of shares of the Company’s Corporation's capital sharesstock other than its initial public offering, the Company Corporation shall not be required under this Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Corporation and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCorporation. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Corporation that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Corporation shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the offering. Allocation of securities so included to be apportioned pro sold in any such offering shall be made on a pro-rata basis among the selling shareholders stockholders according to the total amount number of securities held by each such selling stockholder and entitled to be included inclusion therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) on the amount basis of Registrable Securities of a registration rights agreement with the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excludedCorporation. For the avoidance purposes of doubt, the rights allocation of Rights Holders securities to be included in such an any offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionmentnow or hereafter entered into, for any selling shareholder stockholder which is a Rights Holder or which is a venture capital fund, partnership or corporation, the "affiliates" (as defined in Rule 405 under the Act), partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder (and in the case of a partnership, any affiliated partnerships), 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 shall be deemed to be a single “"selling shareholderstockholder,” " and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities securities, other than those offered by the Company, that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the all selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholdersstockholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) 30% of the total amount of the Registrable Securities securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included or (ii) any other Company Securities Founders’ Stock held by any shareholder other than the selling Rights Holders a Founder be included if any Registrable Securities securities held by any selling Rights Holders Holder are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, 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 shall be deemed to be a single “selling shareholderstockholder,” and any pro-rata reduction with respect to such “selling shareholderstockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholderstockholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ securities in such underwriting unless they accept the usual and customary terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities to be sold, other than by the Company, that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering; (ii) or any securities held by an officer or director of the Company (or an affiliate thereof, other than Microvision, Inc. or the University of Washington) be included if any securities held by any selling Rights Holders included Holder are excluded; provided, however, that in a registration subsequent to the Company’s initial public offering be the number of UW Shares is not reduced below twenty-five twenty percent (2520%) of the total amount number of the Registrable Securities included securities to be registered in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherregistration. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “selling shareholder,” and any pro-rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Holders of a majority of the Registrable Securities that indicated they would like to be included in the underwriting, the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled and requested to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held notwithstanding (i) above, Section 1.2 governs the exclusion of shares being sold by any a shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherexercising a demand registration right granted thereunder. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” " and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwritersunderwriters pursuant to Section 1.2), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder Holder or in such other proportions as shall mutually be agreed to by such selling shareholdersHolders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-twenty five percent (25%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder Holder which is a Rights Holder or which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholderHolder,” " and any pro-rata reduction with respect to such “"selling shareholder” Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderHolder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under this Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the customary terms of the underwriting as reasonably agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as provided that if the underwriters determine in their sole discretion will not jeopardize good faith that marketing factors require a limitation on the success number of the offering by the Company. If the total amount of the Company Securities, including Registrable Securities, requested by shareholders shares to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offeringunderwritten, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion good faith will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders and any other selling shareholders having similar rights according to the total amount of securities entitled proposed to be included therein owned by each selling Holder and any other selling shareholder holding similar rights or in such other proportions as shall mutually be agreed to by such selling shareholders) Holders), but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities securities included in such offering, or (ii) . In no event will shares of any other Company Securities held by any selling shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering registration if such inclusion would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be pari passu with each otherexcluded and withdrawn from the registration. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder Holder which is a Rights Holder or which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights 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 person shall be deemed to be a single “selling shareholder,” "Holder", and any pro-pro rata reduction with respect to such “selling shareholder” "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” "Holder", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering, (ii) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five twenty percent (2520%) of the total amount of the Registrable Securities securities included in such offering, unless such offering is the initial public offering of the Company's securities, in which case, except as provided in (i) the selling shareholders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included or (iiiii) any other Company Securities securities held by any shareholder other than the selling Rights Holders a Founder be included if any Registrable Securities securities held by any selling Rights Holders Holder are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” " and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s =s capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ Holders= securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Holders of a majority of the Registrable Securities that indicated they would like to be included in the underwriting, the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held notwithstanding (i) above, Section 1.2 governs the exclusion of shares being sold by any a shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherexercising a demand registration right granted thereunder. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “selling shareholder,” Aselling shareholder,@ and any pro-rata reduction with respect to such “selling shareholder” Aselling shareholder@ shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” Aselling shareholder,@ as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 Sections 1.2 or 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be first taken from the Holders of Registrable Securities and apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholders) stockholders, but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering any shares being sold by a stockholder exercising registration rights pursuant to Section 1.3 be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in excluded from such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling shareholder Holder which is a Rights Holder or which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 persons, shall be deemed to be a single “"selling shareholderstockholder,” " and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock pursuant to Section 8.2, Limited Partners may include up to 25% of the shares sold in the offering, provided however, that the Company shall not be required under Section 2.2 8.2, to include any of the Rights Holders’ securities Limited Partners' Registrable Securities in such underwriting unless they accept the Limited Partner accepts the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders the Participating Limited Partners to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or Participating Limited Partner of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” ", and any pro-pro rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” ", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock pursuant to Section 1.5, the Company shall not be required under Section 2.2 1.5 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata (as nearly as practicable) among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other shares of securities (except the securities proposed to be sold by the Company in such underwriting) are first entirely excluded from the underwriting but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” ", and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” ", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s capital sharesHoldings Common Stock, the Company Holdings shall not be required under Section 2.2 9(a) to include any of the Rights Holders’ securities of Executive in the registration of the securities to be included in such underwriting, or in such underwriting itself, unless they accept Executive accepts the terms of the underwriting as agreed upon between the Company Holdings and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyHoldings. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders Executive and any other stockholder of Holdings to be included in such offering offering, exceeds the amount number of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Holdings shall be required to include in the offering only that such number of such Company Securities, including Registrable Securities, which Securities as the underwriters determine in their sole discretion will not jeopardize the success of the offering offering. In connection with any such offering, Holdings shall include in such registration (to the extent of the number which Holdings is so advised can be sold), first the securities, if any, being sold by Holdings, and second the securities proposed to be registered by WPG Corporate Development Associates V, L.P. or its affiliates, Xxxxxxx National Life Insurance Company or its affiliates and any similar third party investors granted piggy-back registration rights, and third, Executive and any other stockholders (including other employees of the Company) of Holdings not included in the foregoing second priority. The Registrable Securities so included to shall be apportioned among Executive and any other stockholders of Holdings pro rata among the selling shareholders according in proportion to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount number of Registrable Securities and shares of Holdings Common Stock owned by them, respectively. Notwithstanding anything herein to the selling Rights Holders included contrary, to the extent the underwriters in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in any such offering, or (ii) Piggyback Registration determine that Executive must sell lesser pro rata shares than any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubtstockholder or no shares, the rights of Rights Holders to be included in Executive shall sell such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds and shareholders of such Rights 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 shall be deemed to be a single “selling shareholder,” and any pro-rata reduction with respect to such “selling shareholder” shall be based upon the aggregate lesser amount of shares carrying registration rights owned or no shares as determined by all entities such underwriters and individuals included the fact that Executive was required to sell such lesser amount of shares or no shares shall not affect the right of any other stockholders to include Holdings Common Stock in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it the Initiating Holders (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize materially adversely affect the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder Shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling Holders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included or (ii) notwithstanding (i) above, any other Company Securities held shares being sold by any a shareholder other than the selling Rights Holders exercising a demand registration right similar to that granted in Section 1.2 be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in excluded from such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” " and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling shareholders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included or (ii) notwithstanding (i) above, any other Company Securities held shares being sold by any a shareholder other than the selling Rights Holders exercising a demand registration right similar to that granted in Section 1.2 be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in excluded from such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights 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 shall be deemed to be a single “selling shareholder"SELLING SHAREHOLDER,” " and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. (a) In connection with any offering involving an underwriting of shares of the Company’s capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ securities in such underwriting unless they the Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold (other than by the Company) that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholdersstockholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) % of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than unless such offering is the initial public offering of the Company’s securities, in which case, the selling Rights Holders stockholders may be included excluded if any Registrable Securities held by any selling Rights Holders the underwriters make the determination described above and no other stockholder’s securities are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherincluded. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, 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 shall be deemed to be a single “selling shareholderstockholder,” and any pro-rata reduction with respect to such “selling shareholderstockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholderstockholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s capital sharesPiggy-Back Underwritten Offering, the Company shall not be required under Section 2.2 to include any of the Rights Holders’ securities Registrable Securities in such underwriting offering unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected in accordance with this Section 2.1.4 (which terms shall be the same with respect to all Holders, except for variations resulting from jurisdiction of internationally recognized standing incorporation, tax status, corporate status and other matters relating specifically to specific Holders) and enters into an underwriting agreement in customary form with an underwriter or underwriters selected by it (or by other persons entitled to select the underwriters)Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders Holders according to the total amount of securities entitled to be included therein owned by each such selling shareholder Holder or in such other proportions as shall mutually be agreed to by holders of 75% in interest of such selling shareholders) but in no event shall (i) Holders). In all cases, the amount number of Registrable Securities of the selling Rights Holders included in the offering may be reduced below twenty-five percent (25%) of only if all other shareholders’ securities are first entirely excluded from the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical second sentence of this Section 2.1.4 concerning apportionment, for any selling shareholder which that is a Rights Holder or which of Registrable Securities and that is a venture capital fundpartnership, partnership limited liability company or corporation, the partners, members, retired partners, the affiliated venture capital funds retired members and shareholders of such Rights Holder, or the estates and family members of any such partners partners, members and retired partners partners, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling shareholderHolder,” and any pro-pro rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital shares, stock pursuant to Section 3.2 the Company shall not be required under Section 2.2 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters 2nd A&R Stockholders Rights Agreement September 15, 2014 determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount number of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering (unless all other stockholders’ securities have been first excluded. In the securities so event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included to in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling shareholders according to Participating Holders based on the total amount number of securities entitled to be included therein owned Registrable Securities held by each selling shareholder all Participating Holders or in such other proportions as shall mutually be agreed to by all such selling shareholders) but Participating Holders. Notwithstanding the foregoing, in no event shall (i) the amount of Registrable Securities securities of the selling Rights Participating Holders included in the offering be reduced below twenty-five percent (25%) 20% of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical provisions of this Section 3.7 concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or of Registrable Securities and which is a venture capital an investment fund, partnership partnership, limited liability company or corporation, the partners, members, retired partners, the affiliated venture capital funds retired members, stockholders and shareholders Affiliates of such Rights Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling shareholder,” Participating Holder”, and any pro-rata reduction with respect to such “selling shareholderParticipating Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholderParticipating Holder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s shares of Raceway's capital sharesstock, the Company Raceway shall not be required under Section 2.2 1.1 to include any of the Rights Holders’ Holder's securities in such underwriting unless they accept the Holder accepts the terms of the underwriting as agreed upon between the Company Raceway and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize adversely affect the success of the offering by the CompanyRaceway. If the total amount of the Company Securitiessecurities, including Registrable Registerable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by Raceway that the underwriters determine in their sole discretion is compatible with will not adversely affect the success of the offering, then the Company Raceway shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Registerable Securities, which the underwriters determine in their sole discretion will not jeopardize adversely affect the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders share- holders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registerable Securities and which is a venture capital fund, partnership or corporation, corporation the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” ", and any pro-pro rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” ", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. (i) In connection with any offering involving an underwriting of equity interests of the Company’s capital sharesCorporation described in Section 3, the Company Corporation shall not be required under Section 2.2 3 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Corporation and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCorporation. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders Members to be included in such offering exceeds the amount of securities sold other than by the Corporation that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Corporation shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to Holders pro rata among them based on the total amount relative number of securities entitled to be included therein owned Registrable Securities then held by each selling shareholder such participating Holder or in such other proportions as shall mutually be agreed to by such selling shareholdersHolders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities securities included in such offering, offering or (ii) any other Company Securities securities held by any shareholder other than the selling Rights Holders a person who is not a Holder of Registrable Securities be included if any Registrable Securities securities held by any selling Rights Holders Holder are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder Holder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders equity owners of such Rights 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 holder shall be deemed to be a single “selling shareholderHolder,” and any pro-rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount of shares equity interests carrying registration rights owned by all entities and individuals included in such “selling shareholderHolder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any underwritten public offering involving an underwriting of shares of the Company’s capital sharesstock, the Company shall not be required under this Section 2.2 1.3 to include any of the Rights Holders’ a Holder’s securities in such underwriting offering unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders Holders and any other stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder Holder or other stockholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherHolders). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which stockholder that is a Rights Holder or which of Registrable Securities and that is a venture capital fundpartnership, partnership limited liability company or corporation, the partners, members, retired partners, the affiliated venture capital funds retired members and shareholders stockholders of such Rights Holder, or the estates and family members of any such partners partners, members and retired partners partners, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling shareholderHolder,” and any pro-pro rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder Shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling shareholders may be excluded if the underwriters make the determination described above or (ii) notwithstanding (i) above, any other Company Securities held shares being sold by any a shareholder other than the selling Rights Holders exercising a demand registration right similar to that granted in Section 1.2 be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in excluded from such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” ", and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” ", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any underwritten public offering involving an underwriting of the Company’s capital sharesdescribed in Section 2.2, the Company Parent shall not be required under Section 2.2 to include any of the Rights Holders’ securities Stockholders' Registrable Securities in such underwriting unless they accept the Stockholder accepts the terms of the underwriting as agreed upon between the Company Parent and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyParent. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Parent shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering offering. In such event, Parent may reduce the number of Registrable Securities to be included in the offering, or exclude the Registrable Securities altogether, prior to reducing or excluding the shares proposed to be offered by Parent or any other selling stockholders (in the securities so event that the number of Registrable Securities is reduced, the Registrable Securities included to shall be apportioned pro rata among the selling shareholders Stockholders according to the total amount of securities Registrable Securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherStockholder). For purposes of the preceding parenthetical clause concerning apportionment, for any selling shareholder Stockholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders Stockholders of such Rights Holderholder, 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 shall be deemed to be a single “selling shareholder"STOCKHOLDER,” " and any pro-rata reduction with respect to such “selling shareholder” "Stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder"Stockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Company’s capital shares, the Company shall not be required under Section 2.2 2.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders greater than the obligations set forth in Section 2.10(b). If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion reasonably believe is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholdersstockholders, provided that the Holders shall have the first right to include all of their shares in the offering before any shares held by other selling stockholders) but and in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering Holder's shares be reduced below twenty-five percent (25%) % of the total amount shares sold in any offering with the exception of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherQualified IPO. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 shall be deemed to be a single “"selling shareholder,” stockholder", and any pro-pro rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any a Company initiated offering pursuant to Section 1.3 involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each such selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherstockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholderstockholder,” " and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under this Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be first on behalf of the Company and then to be apportioned pro rata among the selling shareholders stockholders (including the Holders) according to the total amount of securities entitled proposed to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) stockholders), and if advised by the amount of Registrable Securities of underwriters, the selling Rights Holders included may be excluded entirely if no other stockholder's securities are included. To facilitate the allocation of shares in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubtaccordance with these promises, the rights Company may round the number of shares allocated to any stockholder to the nearest 100 4 (Investors' Rights Holders to be included in such an offering shall be pari passu with each otherAgreement) 5 shares. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which stockholder that is a Rights Holder or which of Registrable Securities and that is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 shall be deemed to be a single “"selling shareholderHolder,” " and any pro-pro rata reduction with respect to such “"selling shareholder” Holder" shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital shares, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling shareholders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included or (ii) notwithstanding (i) above, any other Company Securities held shares being sold by any a shareholder other than the selling Rights Holders exercising a demand registration right similar to that granted in Section 1.2 be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in excluded from such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” ", and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” ", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital sharesstock, the Company shall not be required under this Section 2.2 3 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders Holders according to the total amount of securities entitled to be included therein owned by each selling shareholder Holder or in such other proportions as shall mutually be agreed to by such selling shareholders) Holders), but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five twenty percent (2520%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than unless such offering is the initial public offering of the Company’s securities, in which case the selling Rights Holders may be included excluded if any Registrable Securities held by any selling Rights Holders the underwriters make the determination described above and no other shareholder’s securities are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherincluded. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which that is a Rights Holder or which of Registrable Securities and that is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights 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 shall be deemed to be a single “selling shareholderHolder,” and any pro-pro rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according stockholders in proportion (as nearly as practicable) to the total amount of securities entitled Registrable Securities of the Company owned by each holder), provided, however, that the number of shares of Registrable Securities to be included therein owned by each selling shareholder or in such underwriting shall not be reduced unless all other proportions as shall mutually shares of securities (except the securities proposed to be agreed to sold by the Company in such selling shareholdersunderwriting) but are first entirely excluded from the underwriting and in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five twenty percent (2520%) of the total amount of the Registrable Securities securities included in such offering, unless such offering is the initial public offering of the Company's securities or (ii) notwithstanding (i) above, any other Company Securities held shares being sold by any shareholder other than the selling Rights Holders a stockholder exercising a demand registration right similar to that granted in Section 1.2 be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in excluded from such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholderstockholder,” " and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholdersstockholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, unless such offering is a Qualified IPO of the Company's securities, in which case, the selling stockholders (including the selling Holders) may be excluded if the underwriters make the determination described above and no other stockholder's securities are included or (ii) any other Company Securities securities held by a Founder or any shareholder other than the selling Rights Holders stockholder be included if any Registrable Securities securities held by any selling Rights Holders Holder are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, 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 shall be deemed to be a single “selling shareholder"SELLING STOCKHOLDER,” " and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders shareholders included in the offering be reduced below twenty-five twenty percent (2520%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than unless such offering is the initial public offering of the Company's securities in which case the selling Rights Holders shareholders may be included excluded if any Registrable Securities held by any selling Rights Holders the underwriters make the determination described above and no other shareholder's securities are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherincluded. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” ", and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” ", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.1 or Section 2.2 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholdersshareholder) but in no event shall (i) provided, however, that the amount number of shares of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering underwriting shall not be pari passu with each otherreduced unless all securities offered by Persons other than the Company are first entirely excluded from the underwriting. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the shareholders and affiliated venture capital funds and shareholders partnerships of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” " and any pro-rata reduction with respect to such “"selling shareholder” shareholders" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall will not be required under Section 2.2 SECTION 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in the Company will have a right to limit the number of shares to such quantity number as the underwriters it will determine in their sole discretion good faith will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine Company determines in their sole discretion good faith is compatible with the success of the offering, then the Company shall will be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine Company determines in their sole discretion good faith will not jeopardize the success of the offering (the securities so included to be apportioned pro rata first among selling shareholders which are either (i) Holders of Registrable Securities or (ii) holders of Warrants referenced in Section 2.2(c)(ii) of the Series A Agreement according to the total amount of securities entitled to be included therein owned by each such Holder or holders until all securities desired by such Holders are included, then among the other selling shareholders according to the total amount of securities entitled to be included therein owned by each other selling shareholder or in such other proportions as shall will mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if shareholder; provided that any Registrable Securities held by any selling Rights Holders are excluded. For officers and directors of the avoidance of doubt, Company will be excluded from such registration to the rights of Rights Holders to be included in extent required by such an offering shall be pari passu with each otherlimitations). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holder, or the estates and family members of any such partners and retired partners and an any trusts for the benefit of any of the foregoing persons shall will be deemed to be a single “selling shareholder"SELLING SHAREHOLDER,” " and any pro-rata reduction with respect to such “"selling shareholder” shall " will be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s capital sharesRegistrable Securities, the Company shall not be required under Section 2.2 section 1.2 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as reasonably agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons Persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion good faith is compatible with the success of the offering, then the amount or number of Notes or Huntway Equity Securities that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by such Holders (assuming the conversion into Huntway Equity Securities of all Notes held by the New Holders); and third, to any shareholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below ten percent (10%) of the total amount of securities included in such registration. Further, no such reduction shall reduce the amount of securities of the selling Holders included in such registration if such registration is pursuant to section 1.1. In no event will securities of any other selling shareholder be included in such registration which would reduce the number or amount of securities which may be included by Holders without the written consent of Holders of not less than two-thirds (66 2/3%) of the Registrable Securities proposed to be sold in the offering. If any Holder does not agree to the terms of any such underwriting, the holder 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 securities are so withdrawn from the registration and if the number or amount of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company shall be required then offer to all Persons who have retained the right to include securities in the offering only that registration the right to include additional securities in the registration in an aggregate amount equal to the number or amount of such Company Securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included withdrawn, with such securities to be apportioned allocated among the Persons requesting additional inclusion pro rata among the selling shareholders according to the total amount of securities entitled to be included therein in such registration owned by each selling shareholder such Person or in such other proportions as shall be mutually be agreed to by such selling shareholders) but in no event shall (i) the amount holders of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds and shareholders of such Rights 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 shall be deemed to be a single “selling shareholder,” and any pro-rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationHuntway Equity Securities.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital sharesstock pursuant to Section 2.2, the Company shall not be required under Section 2.2 to include any of the Rights Holders’ securities Registrable Securities in such underwriting unless they the Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine in their sole discretion determine will not jeopardize the success of the offering by the Company. If In all instances if the total amount number of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in any such offering exceeds the amount number of securities to be sold (other than by the Company) that the underwriters determine in their sole discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine and the Company in their sole discretion determine will not jeopardize the success of the offering, provided, however, that the Company shall not reduce the number of Registrable Securities included in the offering below twenty percent (20%) of the securities so included amount of the Holders’ Registrable Securities proposed to be apportioned pro rata included, unless such offering is the IPO, in which case the Company may completely reduce the Registrable Securities to zero if the underwriters make the determination described below and no other stockholder’s securities are included in such offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling shareholders according to Holders in proportion (as nearly as practicable to) the total amount number of securities entitled to be included therein Registrable Securities owned by each selling shareholder Holder or in such other proportions as shall mutually be agreed to by all such selling shareholders) but Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in no event shall (i) the amount number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of the selling Rights Holders Registrable Securities included in the offering be reduced below twenty-five twenty percent (2520%) of the total amount number of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than unless such offering is the IPO, in which case the selling Rights Holders may be included excluded further if any Registrable Securities held by any selling Rights Holders the underwriters make the determination described above and no other stockholder’s securities are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical provision in this Section 2.3 concerning apportionment, for any selling shareholder which Holder that is a Rights Holder partnership, limited liability company or which is a venture capital fund, partnership or corporationCompany, the partners, Investors, retired partners, the affiliated venture capital funds retired Investors, stockholders and shareholders Affiliates of such Rights Holder, or the estates and family members Immediate Family Investors of any such partners partners, retired partners, Investors and retired partners Investors and any trusts for the benefit of any of the foregoing persons Persons, shall be deemed to be a single “selling shareholderHolder,” and any pro-pro rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount number of shares carrying registration rights Registrable Securities owned by all entities and individuals Persons included in such “selling shareholderHolder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under this Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders the stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders Holders according to the total amount of securities entitled to be included therein owned by each selling shareholder Holder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Holders; provided, however, that Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder the Common Holders (other than the selling Rights Holders shares of Series A Preferred Stock) shall be included if entirely excluded from such underwriting before any Registrable Securities held by any selling Rights Holders Investors are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in excluded from such an offering shall be pari passu with each otherunderwriting. For purposes of the preceding parenthetical above concerning apportionment, for any selling shareholder which stockholder that is a Rights Holder or which of Registrable Securities and that is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 shall be deemed to be a single “"selling shareholderHolder,” " and any pro-pro rata reduction with respect to such “"selling shareholder” Holder" shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.2 or 1.3 to include any of the Rights Holders’ securities ' Shares in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole safe discretion will not not, jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro pro-rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities Shares of the selling Rights Holders included in the offering be reduced below twenty-five fifty percent (2550%) of the total amount of the Registrable Securities included in requested by such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an the offering, unless there are no selling shareholders, other than the selling Holders, in the offering, in which case the amount of securities of the selling Holders included in the offering shall may be pari passu with each otherreduced below fifty percent (50%). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” " and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five twenty percent (2520%) of the total amount of the Registrable Securities securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling shareholders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included or (ii) notwithstanding (i) above, any other Company Securities shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering or (iii) any securities held by any shareholder other than the selling Rights Holders a Founder be included if any Registrable Securities securities held by any selling Rights Holders Holder are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” " and any pro-rata reduction with respect to ------------------- such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Company’s capital shares, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering offer ing by the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders greater than the obligations set forth in Section 1.10(b). If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stock holders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholdersstockholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than unless such offering is the initial public offer ing of the Company's securities in which case the selling Rights Holders stockholders may be included excluded entirely if any Registrable Securities held by any selling Rights Holders the underwriters make the determination described above and no other stockholder's securities are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherincluded. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 shall be deemed to be a single “"selling shareholder,” stockholder", and any pro-pro rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” stockholder", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s Parent's capital sharesstock, the Company Parent shall not be required under this Section 2.2 1.2 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Parent and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyParent. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold that the underwriters determine in their sole discretion is compatible with the success of the offering, provided that such amount shall include all of the securities that the Parent seeks to register, then the Company Parent shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the offering. Allocation of securities so included to be apportioned pro sold in any such offering shall be made on a pro-rata basis among the selling shareholders stockholders according to the total amount number of securities held by each such selling stockholder and entitled to be included inclusion therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) on the amount basis of Registrable Securities of a registration rights agreement with the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excludedParent. For the avoidance purposes of doubt, the rights allocation of Rights Holders securities to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionmentany offering, for any selling shareholder stockholder which is a Rights Holder or which is a venture capital fund, partnership or corporation, the "affiliates" (as defined in Rule 405 under the Act), partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder (and in the case of a partnership, any affiliated partnerships), 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 shall be deemed to be a single “"selling shareholderstockholder,” " and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall will not be required under Section 2.2 SECTION 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in the Company will have a right to limit the number of shares to such quantity number as the underwriters it will determine in their sole discretion good faith will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine Company determines in their sole discretion good faith is compatible with the success of the offering, then the Company shall will be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine Company determines in their sole discretion good faith will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall will mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if shareholder; provided that any Registrable Securities held by any selling Rights Holders are excluded. For officers and directors of the avoidance of doubt, Company will be excluded from such registration to the rights of Rights Holders to be included in extent required by such an offering shall be pari passu with each otherlimitations). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights 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 shall will be deemed to be a single “selling shareholder"SELLING SHAREHOLDER,” " and any pro-rata reduction with respect to such “"selling shareholder” shall " will be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five twenty percent (2520%) of the total amount of the Registrable Securities securities included in such offering, or (ii) notwithstanding (i) above, any other Company Securities held shares being sold by any a shareholder other than the selling Rights Holders exercising a demand registration right similar to that granted in Section 1.2 be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in excluded from such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” ", and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” ", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering Registration Statement involving an underwriting underwritten offering of shares of the Company’s capital sharesCommon Stock and the shares of Common Stock underlying the Warrants, the Company shall not be required under Section 2.2 to include any of the Rights Holders’ securities Registrable Securities in such underwriting unless they accept the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine underwriter in their its sole discretion determines will not jeopardize the success of the offering by the Company. If the total amount number of the Company Securities, including Registrable Securities, requested by shareholders Securities to be included in such offering (the “Requested Securities”) exceeds the amount number of securities to be sold (other than by the Company) that the underwriters determine underwriter in their sole its reasonable discretion determines is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securities, including Registrable Securities, Requested Securities which the underwriters determine underwriter, in their its sole discretion discretion, determines will not jeopardize the success of the offering (offering. If the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities underwriter determines that less than all of the selling Rights Holders included in the offering Requested Securities can be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than then the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders securities to be registered that are included in such an offering offering, after giving effect to the securities requested to be registered by the Purchasers in the manner set forth in the Private Placement Registration Rights Agreement, shall be pari passu allocated among the Holders in proportion (as nearly as practicable) to the number of Requested Securities owned by each Holder. To facilitate the allocation of shares in accordance with each otherthe above provisions, the Company or the underwriters may round the number of shares allocated to any Registration Rights Holder to the nearest 10 shares. For purposes of the preceding parenthetical provision in this Section 4 concerning apportionment, for any selling shareholder which Holder that is a Rights Holder or which is a venture capital fundpartnership, partnership limited liability company, or corporation, the partners, members, retired partners, the affiliated venture capital funds retired members, shareholders, and shareholders affiliates of such Rights Holder, or the estates and immediate family members of any such partners partners, retired partners, members, and retired partners members and any trusts for the benefit of any of the foregoing persons Persons, shall be deemed to be a single “selling shareholderHolder,” and any pro-pro rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount number of shares carrying registration rights Requested Securities owned by all entities and individuals Persons included in such “selling shareholderHolder,” as defined in this sentence. If any Rights Holder disapproves The Holders understand that the terms of any underwriting, the Rights Holder underwriter may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date determine that none of the registration statement. Any Registrable Securities excluded or withdrawn from can be included in the underwritten offering shall be withdrawn from the registrationoffering.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ Stockholder's securities in such underwriting unless they such Stockholders accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders Stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholdersStockholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders Stockholders included in the offering be reduced below twenty-five twenty percent (2520%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder Stockholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” Stockholder", and any pro-rata reduction with respect to such “"selling shareholder” Stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” Stockholder", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital sharesstock, the Company shall not be required under this Section 2.2 1.3 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it and enter into an underwriting agreement in customary form acceptable to the Company (which acceptance shall not be unreasonably withheld) with an underwriter or underwriters selected by other persons entitled to select the underwriters)Company, and then (except as provided below) only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering offering; provided, however, that (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholdersi) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities securities included in such offering, or and (ii) any other Company Securities held by any shareholder other than such securities will be allocated among such selling Holders on a pro rata basis based on the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance number of doubt, the rights of Rights Holders securities each such Holder has requested to be included in such an offering and in preference to any other holders of Common Stock; and provided, further, that the number of shares of Registrable Securities to be included in such offering shall not be pari passu with each otherreduced unless all other securities (other than, in the case of any registration initiated by the Company, shares to be issued by the Company) are first entirely excluded from the offering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which stockholder that is a Rights Holder or which of Registrable Securities and that is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 shall be deemed to be a single “selling shareholderHolder,” and any pro-pro rata reduction with respect to such “selling shareholder” Holder shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 to include any of the Rights Holders’ Holder's securities in such underwriting unless they accept it accepts the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities that to be sold, other than by the Company, the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (of the securities so included to be apportioned apportioned, subject to the prior rights, if any, of the stockholders other than the Holder, pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherstockholders. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” stockholder", and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” stockholder", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than unless such offering is the initial public offering of the Company's securities, in which case, the selling Rights Holders shareholders may be included excluded if any Registrable Securities held by any selling Rights Holders the underwriters make the determination described above and no other shareholder's securities are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherincluded. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” " and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, or (ii) notwithstanding (i) above, any other Company Securities held shares being sold by any a shareholder other than the selling Rights Holders exercising a demand registration right similar to that granted in Section 1.2 be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in excluded from such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights 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 shall be deemed to be a single “selling shareholder"Selling Shareholder,” " and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder"Selling Shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s capital shares's partnership interests, the Company shall not be required under Section 2.2 SECTION 23(c) to include any of the Rights Holders’ securities Holder's Registrable Securities in such underwriting unless they accept such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons Persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering by the Company. If the total amount number of the Company Securitiessecurities, including Registrable Securities, requested by shareholders unitholders to be included in such offering exceeds the amount number of securities sold other than by the Company that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders unitholders having registration rights according to the total amount number of securities entitled to be included therein owned by each such selling shareholder unitholders, or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherunitholders). For purposes of the preceding parenthetical expression concerning apportionment, for any selling shareholder which unitholder who is a Rights Holder or which holder of Registrable Securities and is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, 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 Persons shall be deemed to be a single “"selling shareholder,” unitholder", and any pro-rata reduction with respect to such “"selling shareholder” unitholder" shall be based upon the aggregate amount number of shares units carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” unitholder", as defined in this sentence. If any Rights Holder disapproves the terms The number of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering to be included in a registration pursuant to this Agreement shall not be withdrawn from the registrationlimited by units sought to be included by unitholders with no registration rights.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned determined first by excluding securities requested to be included that are not Registrable Securities, then by excluding securities requested to be included that are Registrable Securities held by the Common Stockholder and then by apportioning pro rata among the selling shareholders Holders who are not the Common Stockholder according to the total amount of securities Registrable Securities entitled to be included therein owned by each such selling shareholder Holder or in such other proportions as shall mutually be agreed to by such selling shareholdersHolders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included any shares being sold by a stockholder exercising a demand registration right similar to that granted in the offering Section 1.2 be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in excluded from such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which Holder of Registrable Securities that is a Rights Holder or which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholderstockholder,” " and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If Notwithstanding any Rights Holder disapproves the terms other provisions of any underwritingthis Section 1.8, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from if the underwritten offering is a Company registration pursuant to Section 1.3, then the shares being sold by the Company shall not be withdrawn excluded from the registrationsuch offering.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock (including an initial public offering), the Company shall not be required under Section 2.2 1.2 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not not, jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” " and any pro-pro rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Company’s capital shares, the Company shall not be required under Section 2.2 7.3 to include any of the Rights Holders’ securities ' Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such an offering (other than a registration effected pursuant to Section 7.2) exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders shareholders, including Series B Holders, according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) ). The underwriters, pursuant to the amount of preceding sentence, may completely exclude the Holder's Registrable Securities from such underwriting if no other selling shareholders' securities are so included. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the selling Rights Holders included 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, the Company shall then offer to all persons who have retained the right to include securities in the offering 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 reduced below twenty-five percent (25%) of allocated among the persons requesting additional inclusion pro rata according to the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders securities entitled to be included in such an offering registration owned by each such person or in such other proportions as shall be pari passu with each othermutually agreed by such selling shareholders. For purposes of the immediately preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, or the estates and family members of any such partners and retired partners partners, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling shareholder,” " and any pro-pro rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any the initial public offering involving an underwriting of the Company’s capital sharesits Common Stock, the Company Purchaser shall not be required under Section 2.2 Article I of this Agreement to include any of the Rights Holders’ ' securities in such the underwriting unless they accept the terms of the underwriting as agreed upon between the Company Purchaser and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyPurchaser. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such the offering exceeds the amount of securities sold other than by Purchaser that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Purchaser shall be required to include in the offering only that number of such Company Securitiesthe securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned Registrable Securities by each selling shareholder stockholder or in such the other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherstockholders). For purposes of the parenthetical clause concerning apportionment in the immediately preceding parenthetical concerning apportionmentsentence, for any selling shareholder which stockholder that is a Rights Holder or which of Registrable Securities and that is a venture capital fund, partnership or corporation, the partners, retired partners and stockholders of such Holder (including spouses and ancestors, lineal descendants and siblings of such partners, the affiliated venture capital funds and shareholders of such Rights Holderretired partners, stockholders or the estates and family members of any such partners and retired partners spouses who have acquired Registrable Securities by gift, will or intestate succession) and any trusts for the exclusive benefit of any of the foregoing persons shall be deemed to be a single “"selling shareholderstockholder,” " and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s capital sharesCommon Stock, the Company shall not be required under this Section 2.2 1.2 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total underwriters, in their sole discretion, determine and advise in writing the Company and the Holders of the Registrable Securities requesting participation in such registration that in their good faith judgment the number of shares of Registrable Securities and the other securities requested to be registered under this Section 1.2 exceeds the maximum amount of Common Stock which can be marketed (giving first priority to Common Stock to be issued by the Company Securitiesin such underwriting, including Registrable Securities, but giving priority to the shares requested by shareholders to be included in such the offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offeringpursuant to this Section 1.2 over all other shares proposed to be included therein), then the Company shall be required to include in the offering only that number of such Company Securitiesshares of Common Stock, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (and the securities so included to shall be apportioned pro rata among the selling shareholders participating Holders according to the total amount of securities entitled to be included therein owned by each selling shareholder participating Holder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherparticipating Holders. For purposes of the preceding parenthetical concerning such apportionment, for any selling shareholder which participating Holder that is a Rights Holder or which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 Persons shall be deemed to be a single “selling shareholder,” participating Holder, and any pro-rata reduction with respect to such “selling shareholder” participating Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals Persons included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationparticipating Holder.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders shareholders included in the offering be reduced below twenty-five twenty percent (2520%) of the total amount of the Registrable Securities securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling shareholders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included or (ii) notwithstanding (i) above, any other Company Securities held shares being sold by any a shareholder other than the selling Rights Holders exercising a demand registration right similar to that granted in Section 2.1 be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in excluded from such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights 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 shall be deemed to be a single “"selling shareholder,” ", and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” ", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offeringcan be included in such offering taking into account marketing factors, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the can be included in such offering taking into account marketing factors (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder Holder or in such other proportions as shall mutually be agreed to by such selling shareholdersHolder) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than unless such offering is the initial public offering of the Company, in which case the selling Rights Holders shareholders may be included excluded if any Registrable Securities held by any selling Rights Holders no other shareholder's securities are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherincluded. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” ", and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Company’s capital shares, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company. If , but in no event will (i) shares of the Company's equity securities held by persons other than the Holders be included in such registration if Registrable Securities are excluded from such registration, and (ii) the amount of Registrable Securities of the selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of the Company Securities, including Registrable Securities, requested by shareholders to be securities included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities Registrable Securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities Registrable Securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) ), unless such offering is the amount of Registrable Securities initial public offering of the selling Rights Holders included Company's securities in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than which case the selling Rights Holders shareholders may be included excluded entirely if any Registrable Securities held by any selling Rights Holders the underwriters make the determination described above and no other shareholder's securities are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherincluded. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights 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 shall be deemed to be a single “"selling shareholder,” " and any pro-pro rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If The Company shall have the right to include shares now or hereafter owned by the Company's officers and employee directors that are not already, by virtue of this Agreement, deemed Registrable Securities (the "MANAGEMENT SHARES") in any Rights Holder disapproves the terms of any underwritingregistration pursuant to Section 1.3, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date provided, however, that all of the Management Shares and all other outstanding shares of the Company's equity securities shall be excluded from such registration statement. Any before any Registrable Securities are excluded or withdrawn from the underwritten offering shall such registration pursuant to this Section 1.7. If Management Shares are included in a registration pursuant to Section 1.3, each holder of Management Shares will be withdrawn from the registrationdeemed a "Holder" (as that term is defined in Section 1 of this Agreement) for all purposes under this Agreement.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Company’s capital shares, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as reasonably agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders greater than the obligations set forth in Section 1.9(b). If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other). For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights 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 shall be deemed to be a single “"selling shareholder,” ", and any pro-pro rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” ", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock under Section 1.3, the Company shall not be required under Section 2.2 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned first, pro rata among Holders of Registrable Securities in proportion to the respective amounts of Registrable Securities held by such Holders and second, pro rata among the other selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, or (ii) notwithstanding the preceding parenthetical or clause (i) above, any other Company Securities held shares being sold by any a shareholder other than the selling Rights Holders exercising a demand registration right similar to that granted in Section 1.2 be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in excluded from such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “selling shareholder"SELLING SHAREHOLDER,” " and any pro-rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s capital sharesCommon Stock, the Company shall not be required under this Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total underwriters, in their sole discretion, determine and advise in writing the Company and the Holders of the Registrable Securities requesting participation in such registration that in their good faith judgment the number of shares of Registrable Securities and the other securities requested to be registered under this Section 1.3 exceeds the maximum amount of Common Stock which can be marketed (giving first priority to Common Stock to be issued by the Company Securitiesin such underwriting, including Registrable Securities, but giving priority to the shares requested by shareholders to be included in such the offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offeringpursuant to this Section 1.3 over all other shares proposed to be included therein), then the Company shall be required to include in the offering only that number of such Company Securitiesshares of Common Stock, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (and the securities so included to shall be apportioned pro rata among the selling shareholders participating Holders according to the total amount of securities entitled to be included therein owned by each selling shareholder participating Holder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherparticipating Holders. For purposes of the preceding parenthetical concerning such apportionment, for any selling shareholder which participating Holder that is a Rights Holder or which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 Persons shall be deemed to be a single “selling shareholder,” participating Holder, and any pro-rata reduction with respect to such “selling shareholder” participating Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals Persons included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationparticipating Holder.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five twenty percent (2520%) of the total amount of the Registrable Securities securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling shareholders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included or (ii) notwithstanding (i) above, any other Company Securities shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering or (iii) any securities held by any shareholder other than the selling Rights Holders a Founder be included if any Registrable Securities securities held by any selling Rights Holders Holder are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” " and any pro-rata reduction with ------------------- respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s capital sharessecurities pursuant to Section 2.1, the Company shall not be required under Section 2.2 to include any of the Rights Holders’ securities Registrable Securities in such underwriting unless they the Holders accept the terms of the underwriting agreement as agreed upon between the Company and the its underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriterswhich underwriting agreement shall contain customary terms and conditions), and then only in such quantity as the underwriters determine in their sole reasonable discretion determine will not jeopardize the success of the offering by the Company. If the total amount number of the Company Securitiessecurities, including Registrable Securities, requested by shareholders security holders of the Company to be included in such offering exceeds the amount number of securities to be sold (other than by the Company) that the underwriters determine in their sole reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole reasonable discretion determine will not jeopardize the success of the offering (offering. When allocating the cut-back required by this Section 2.2, holders of securities so included for which registration rights have been granted pursuant to agreements effective prior to the date of this Agreement and which agreements provide for registration rights with priority over the Registrable Securities shall take priority over the Registrable Securities for inclusion in the offering. After application of the priority provision of the proceeding sentence, if the underwriters determine that less than all of the Registrable Securities requested to be apportioned pro rata registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling shareholders according to Holders in proportion (as nearly as practicable to) the total amount number of securities entitled to be included therein Registrable Securities owned by each selling shareholder Holder or in such other proportions as shall mutually be agreed to by all such selling shareholders) but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherHolders. For purposes of the preceding parenthetical provision in this Section 2.2 concerning apportionment, for any selling shareholder which Holder that is a Rights Holder or which is a venture capital fundpartnership, partnership limited liability company, or corporation, the partners, members, retired partners, the affiliated venture capital funds retired members, stockholders, and shareholders Affiliates of such Rights 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 shall be deemed to be a single “selling shareholderHolder,” and any pro-pro rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount number of shares carrying registration rights Registrable Securities owned by all entities and individuals Persons included in such “selling shareholder,Holder” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity quantity, if any, as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then in such event the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (offering; provided, however, that any such limitation by the securities so included to underwriters will be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall follows: (i) all securities other than Registrable Securities will be excluded from the amount registration first, and (ii) to the extent still required by the underwriters, the Registrable Securities requested to be registered by the Holders shall be excluded from such registration subject to the following sentences. If a limitation on the number of shares is still required, the number of shares of Registrable Securities of the selling Rights Holders that may be included in the offering registration and underwriting shall be reduced below twenty-five percent (25%) allocated among all participating Holders in proportion, as nearly as practicable, to the respective amounts of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights such Holders are excluded. For at the avoidance time of doubt, filing the rights of Rights Holders to be included in such an offering shall be pari passu with each otherregistration statement. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or of Registrable Securities and which is a venture capital fundpartnership, partnership limited liability company or corporation, the affiliates, partners, retired partners, the affiliated venture capital funds members, retired members and shareholders stockholders of such Rights Holderholder, or the estates and family members of any such partners and retired partners partners, members and retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling shareholderstockholder,” and any pro-rata reduction with respect to such “selling shareholderstockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholderstockholder,” as defined in this sentence. If any Rights Holder disapproves Notwithstanding the terms of any underwritingforegoing, the Rights Holder number of Registrable Securities included in such registration and underwriting shall not be reduced below 30% of the securities included in such registration unless such offering is the initial public offering of the Company’s securities in which case the selling Holders may elect to withdraw therefrom by written notice to be excluded entirely if the underwriters make the determination described above and no securities other than those of the Company and are included in such registration. No Registrable Securities or other securities excluded from the underwriters delivered at least ten (10) days prior to the effective date underwriting by reason of the this Section 1.8 shall be included in such registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under this Section 2.2 1.2 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders Holders according to the total amount of securities entitled to be included therein owned by each selling shareholder Holder or in such other proportions as shall mutually be agreed to by such selling shareholders) but Holders), provided that the securities to be excluded pursuant to this Section 1.2 shall be determined in no event shall the following sequence: (i) first, securities held by any stockholders (other than the amount of Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of holding the Registrable Securities included Securities) or their assignees, who have contractual registration rights that were in such offeringeffect after the date hereof, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any second, Registrable Securities held by each selling Holder and (iii) third, securities held by any selling Rights other stockholders (other than Holders are excluded. For holding the avoidance of doubtRegistrable Securities), or their assignees, who have a contractual registration right pursuant to an agreement that was in effect prior to the rights of Rights Holders to be included in such an offering shall be pari passu with each otherdate hereof. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which stockholder that is a Rights Holder or which of Registrable Securities and that is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 shall be deemed to be a single “"selling shareholderHolder,” " and any pro-pro rata reduction with respect to such “"selling shareholder” Holder" shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationindividuals.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 2.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholdersstockholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five fifteen percent (2515%) of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company unless such offering is the initial public offering of the Company's securities in which case the selling stockholders may be excluded entirely if the underwriters make the determination described above; and PROVIDED FURTHER that the Founders shall be excluded entirely from selling shares in a public offering before selling holders of Registrable Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders Founders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherexcluded therefrom. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which stockholder that is a Rights Holder or which holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights Holderholder, 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 shall be deemed to be a single “selling shareholder"SELLING STOCKHOLDER,” " and any pro-rata reduction with respect to such “"selling shareholder” stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholderstockholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders Holders according to the total amount of securities entitled to be included therein owned by each selling shareholder Holder or in such other proportions as shall mutually be agreed to by such selling shareholders) but Holders), notwithstanding the foregoing, in no event shall (i) the amount of any Registrable Securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in excluded from such offering, or (ii) any unless all other Company Securities held by any shareholder securities being offered, other than those being offered by the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders Company, are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in first excluded from such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder Holder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fundpartnership, partnership corporation or corporationlimited liability company, the partners, retired partners, the affiliated venture capital funds shareholders and shareholders members of such Rights Holderholder, 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 shall be deemed to be a single “"selling shareholder,” Holder", and any pro-rata reduction with respect to such “"selling shareholder” Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” Holder", as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s capital shares, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling shareholders may be excluded if the underwriters make the determination described above and no other shareholder’s securities are included or (ii) any other Company Securities securities held by any Ordinary Shareholder or any other shareholder other than the selling Rights Holders be included if any Registrable Securities securities held by any selling Rights Holders Holder are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “selling shareholder,” and any pro-rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five thirty percent (2530%) of the total amount of the Registrable Securities securities included in such offering, unless such offering is the IPO, in which case the selling shareholders may be excluded if the underwriters make the determination described above or (ii) any other Company Securities securities held by any shareholder other than the selling Rights Holders Founders and by the Loveland Affiliates be included if any Registrable Securities securities held by any selling Rights Holders Holder (other than the Founders or Loveland Affiliates) are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “"selling ------- shareholder,” " and any pro-rata reduction with respect to such “"selling ----------- shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it the Company (or by other persons entitled to select the underwriters), and then only only, subject to this Section 1.8, in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholdersstockholders) but in no event shall (i) any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded and (ii) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five percent (25%) % of the total amount of the Registrable Securities securities included in such offering, or (ii) any other Company Securities held by any shareholder other than unless such offering is the initial public offering of the Company’s securities, in which case, the selling Rights Holders stockholders may be included excluded if any Registrable Securities held by any selling Rights Holders the underwriters make the determination described above and no other stockholder’s securities are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherincluded. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or a partnership, limited liability company or corporation, the Affiliated Funds, partners, retired partners, the affiliated venture capital funds members, retired members and shareholders stockholders of such Rights Holderholder, or the estates and family members of any such partners and retired partners and members and retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling shareholderstockholder,” and any pro-rata reduction with respect to such “selling shareholderstockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholderstockholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Company’s capital shares, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders greater than the obligations set forth in Section 1.9. If the total amount of the Company Securitiessecurities, including Registrable Securities, Securities requested by shareholders stockholders to be included in such offering offering, exceeds the amount of securities sold (other than by the Company) that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders stockholders according to the total amount of securities entitled to be included therein owned by each selling shareholder stockholder or in such other proportions as shall mutually be agreed to by such selling shareholders) stockholders), but in no event shall (i) the amount of Registrable Securities of the selling Rights Holders included any shares being sold by a stockholder exercising a demand registration right similar to that granted in the offering Section 1.2 be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in excluded from such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder stockholder which is a Rights Holder or of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 shall be deemed to be a single “selling shareholder,” stockholder”, and any pro-pro rata reduction with respect to such “selling shareholderstockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” stockholder”, as defined in this sentence. In no event, shall the amount of securities of the selling Holders included in the registration be reduced below thirty percent (30%) of the total amount of the securities included in such registration unless such registration is the Company’s initial public offering and such registration does not include the shares of any other selling stockholders, in which event any or all of the Registrable Securities may be excluded if the underwriter makes the determination described above. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. If any Rights Holder or holder disapproves of the terms of any such underwriting, the Rights such Holder or holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten managing underwriter. Any Registrable Securities and/or securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (10180) days prior to after the effective date of the registration statement. Any Registrable Securities excluded statement relating thereto, or withdrawn from such other shorter period of time as the underwritten offering shall be withdrawn from the registrationunderwriters may require.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities securities of the selling Rights Holders included in the offering be reduced below twenty-five twenty percent (2520%) of the total amount of the Registrable Securities securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling shareholders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included or (ii) notwithstanding (i) above, any other Company Securities held shares being sold by any a shareholder other than the selling Rights Holders exercising a demand registration right similar to that granted in Section 1.2 be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in excluded from such an offering shall be pari passu with each otheroffering. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, 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 shall be deemed to be a single “selling shareholder"SELLING SHAREHOLDER,” " and any pro-pro rata reduction with respect to such “selling shareholder” "SELLING SHAREHOLDER" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder"SELLING SHAREHOLDER,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

Underwriting Requirements. In connection with any ------------------------- offering involving an underwriting of shares of the Company’s 's capital sharesstock, the Company shall not be required under this Section 2.2 1.3 to include any of the Rights Holders’ ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders Holders according to the total amount of securities entitled to be included therein owned by each selling shareholder Holder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Holders); provided, however, that -------- ------- Management Holder's Registrable Securities of the selling Rights Holders included in the offering shall be reduced below twenty-five percent (25%) of the total amount of the excluded from such underwriting before any Investor's Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders to be included in such an offering shall be pari passu with each otherreduced. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which stockholder that is a Rights Holder or which of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated partnerships, partners, retired partners, the affiliated venture capital funds partners and shareholders stockholders of such Rights 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 shall be deemed to be a single “"selling shareholderHolder,” " and any pro-pro rata reduction with respect to such “"selling shareholder” Holder" shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registrationindividuals.

Underwriting Requirements. In connection with any offering Registration Statement involving an underwriting underwritten offering of shares of the Company’s capital sharesCommon Stock and the shares of Common Stock underlying the Warrants, the Company shall not be required under Section 2.2 to include any of the Rights HoldersPurchasers’ securities Registrable Securities in such underwriting unless they accept the Purchaser accepts the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the its underwriters), and then only in such quantity as the underwriters determine underwriter in their its sole discretion determines will not jeopardize the success of the offering by the Company. If the total amount number of the Company Securities, including Registrable Securities, requested by shareholders Securities to be included in such offering (the “Requested Securities”) exceeds the amount number of securities to be sold (other than by the Company) that the underwriters determine underwriter in their sole its reasonable discretion determines is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securities, including Registrable Securities, Requested Securities which the underwriters determine underwriter, in their its sole discretion discretion, determines will not jeopardize the success of the offering (offering. If the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of Registrable Securities underwriter determines that less than all of the selling Rights Holders included in the offering Requested Securities can be reduced below twenty-five percent (25%) of the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than then the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders securities to be registered that are included in such an offering shall be pari passu allocated among the holders of the Registrable Securities (the “Holders”) in proportion (as nearly as practicable) to the number of Requested Securities owned by each Holder. To facilitate the allocation of shares in accordance with each otherthe above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 10 shares. For purposes of the preceding parenthetical provision in this Section 4 concerning apportionment, for any selling shareholder which Holder that is a Rights Holder or which is a venture capital fundpartnership, partnership limited liability company, or corporation, the partners, members, retired partners, the affiliated venture capital funds retired members, shareholders, and shareholders affiliates of such Rights Holder, or the estates and immediate family members of any such partners partners, retired partners, members, and retired partners members and any trusts for the benefit of any of the foregoing persons Persons, shall be deemed to be a single “selling shareholderHolder,” and any pro-pro rata reduction with respect to such “selling shareholderHolder” shall be based upon the aggregate amount number of shares carrying registration rights Requested Securities owned by all entities and individuals Persons included in such “selling shareholderHolder,” as defined in this sentence. If any Rights Holder disapproves The Purchasers understand that the terms of any underwriting, the Rights Holder underwriter may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date determine that none of the registration statement. Any Registrable Securities excluded or withdrawn from can be included in the underwritten offering shall be withdrawn from the registrationoffering.

Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Company’s capital shares, the Company shall not be required under Section 2.2 7.3 to include any of the Rights Holders’ securities ' Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters)it, and then only in such quantity as will not, in the underwriters determine in their sole discretion will not opinion of the underwriters, jeopardize the success of the offering by the Company. If the total amount of the Company Securitiessecurities, including Registrable Securities, requested by shareholders to be included in such an offering (other than a registration effected pursuant to Section 7.2) exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is reasonably believe compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Company Securitiessecurities, including Registrable Securities, which the underwriters determine in their sole discretion believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders shareholders, including Series A Holders and Series B Holders, according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event ). The underwriters, If any person does not agree to the terms of any such underwriting, he shall (i) be excluded therefrom by written notice from the amount of Company or the underwriter. Any Registrable Securities of or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the selling Rights Holders included registration, the Company shall then offer to all persons who have retained the right to include securities in the offering 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 reduced below twenty-five percent (25%) of allocated among the persons requesting additional inclusion pro rata according to the total amount of the Registrable Securities included in such offering, or (ii) any other Company Securities held by any shareholder other than the selling Rights Holders be included if any Registrable Securities held by any selling Rights Holders are excluded. For the avoidance of doubt, the rights of Rights Holders securities entitled to be included in such an offering registration owned by each such person or in such other proportions as shall be pari passu with each othermutually agreed by such selling shareholders. For purposes of the immediately preceding parenthetical concerning apportionment, for any selling shareholder which is a Rights Holder or holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds partners and shareholders of such Rights Holderholder, or the estates and family members of any such partners and retired partners partners, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling shareholder,” " and any pro-pro rata reduction with respect to such “"selling shareholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling shareholder,” " as defined in this sentence. If any Rights Holder disapproves the terms of any underwriting, the Rights Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.