Common use of Underwriting Clause in Contracts

Underwriting. The right of any Holder to registration pursuant to Section 1.6 or this Article II shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement with the managing underwriter selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be). Notwithstanding any other provision of this Article II, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. 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 managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 1.6 or this Article II 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IIAgreement, if the managing underwriter or underwriters determines in good faith that marketing factors require a limitation of a proposed underwritten offering with respect the number of shares to which be underwritten, then the Company shall so advise all Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion which would otherwise be underwritten pursuant hereto, and the number of Registrable Securities requested to shares that may be included in the offering thereby underwriting shall be reduced among the Company and all other securities the Holders on a pro rata basis based on the number of shares each of the Company and each Holder originally proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included include in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. 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 managing underwriter or underwritersunderwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such registrationHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to include its Registrable Securities in a registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.2, if the managing underwriter or underwriters advise the Company in writing that marketing factors require a limitation on the number of a proposed underwritten offering with respect shares to which Holders of be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its from, or their opinion limit the number of Registrable Securities requested to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the offering thereby registration and all other underwriting shall be allocated, as follows: (i) first, to the Company for securities proposed being sold for its own account, and (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders on a Fully Diluted basis; provided, however, that in no event shall the shares to be sold in by such Holders be reduced below thirty percent (30%) of the offering exceeds the number which can be sold in such underwritten offering in light total amount of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) firstregistration other than with respect to the Initial Public Offering, in the event which case such offering was initiated by the Company for its own account, up to the total number of securities that the Company Holders’ requests can be reduced in their entirety. If a person who has requested to be included inclusion in such registration, (b) second, and only if all the securities referred registration as provided above does not agree to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter underwriter. The Registrable Securities or underwritersother securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth above.

Underwriting. If the Securities Holder intends to distribute the Registrable Securities covered by any such Demand Registration by means of an underwriting, then the Securities Holder shall so advise the Company in the corresponding Demand Registration Request. In such case, the Securities Holder shall negotiate with an underwriter selected by it (which managing underwriter shall be an internationally recognized financial institution experienced in securities offerings registered under the Securities Act) and approved by the Company, which approval shall not be unreasonably withheld, with regard to the underwriting of such requested Demand Registration. The right of any the Securities Holder to include Registrable Securities in such registration pursuant to Section 1.6 or this Article II shall be conditioned upon such Holder’s participation in such underwriting and (i) the inclusion entry of Registrable the Securities in the underwriting to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form reasonably acceptable to the Securities Holder with the managing underwriter or underwriters selected for such underwriting underwriting, and (ii) the completion and execution by the Securities Holder of all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting arrangements. The Company or by shall bona fide cooperate with the stockholders Securities Holder and any underwriter to effect such underwritten offering. Upon the reasonable request (relative to the proposed size of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be). Notwithstanding any other provision of this Article II, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can in such an underwriting, the Company will include in any registration statement filed in response to a Demand Registration Request the information that would be sold without having such adverse effectrequired by Part I of Form S-1 for a Form S-1 filed pursuant to the Securities Act. If any Holder disapproves of Notwithstanding the terms of foregoing sentence, the Company shall not be required to include in any such underwriting, such Holder may elect to withdraw therefrom registration statement the information required by written notice to the Company and the managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationItem 11(l) of Form S-1.

Underwriting. The If a registration statement referred to in the Piggyback Notice is for an underwritten offering, then the Company shall so advise the Holders. In such event, the right of any such Holder to registration pursuant to Section 1.6 or this Article II include Registrable Securities in such a Registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent as provided herein. Each Holder All Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)underwriting. Notwithstanding any other provision of this Article IIAgreement, if the Board, after having consulted with the managing underwriter or underwriters underwriter(s), determines in good faith that the Company should impose a limitation of a proposed underwritten offering with respect the number of shares to which be underwritten, then the Company shall so advise all Holders of Registrable Securities have exercised their piggyback registration rights advise that would otherwise be registered and underwritten pursuant hereto, and the Board of Directors Company may exclude shares of the Company Registrable Securities from the registration and the underwriting, and the number of shares that will be included in its or the registration and the underwriting shall be allocated as set forth in Section 2.2, or, if the underwriting is not pursuant to Section 2.2, shall be allocated first to the Company, and second, to each of the Holders requesting inclusion of their opinion Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in then held by each such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectHolder. 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 managing underwriter or underwritersunderwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such the registration. The defined term "Holder" shall be construed for purposes of this Section 2.3(b) in the same manner as set forth in the last sentence of Section 2.2(b)).

Underwriting. The If a registration statement under which the Company gives notice under this Section 3 is for an underwritten offering, then the Company shall so advise the Holders. In such event, the right of any Holder such Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.6 or this Article II 3 shall be conditioned conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All the Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)underwriting. Notwithstanding any other provision of this Article IIAgreement, if the managing underwriter or underwriters underwriter(s) determine(s) in good faith that marketing factors require a limitation of a proposed underwritten offering with respect the number of shares to which be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities have exercised their piggyback in such registration rights advise statement on a pro rata basis based on the Board of Directors of the Company that in its or their opinion the total number of Registrable Securities requested then held by each such Holder; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be included in the offering thereby and restricted so that all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the shares that are not Registrable Securities and such are held by any other securities to be included in such underwritten offering shall be allocatedperson, (a) first, in the event such offering was initiated by excluding the Company for its own accountbut including, up to the total number without limitation, any person who is an employee, officer or director of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion or any subsidiary of the managing underwriter or underwriters can Company) shall first be sold without having excluded from such adverse effectregistration and underwriting before any Registrable Securities are so excluded. 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 managing underwriter or underwritersunderwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such the registration.

Underwriting. The right If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of any Holder to registration an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 1.6 or this Article II shall be conditioned upon such Holder’s participation in such underwriting and the 2(a)(i). If Other Stockholders request inclusion of Registrable Securities their securities in the underwriting, the Holders shall offer to include the securities of such Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares are to be included in such registration and the extent provided herein. Each Holder proposing to distribute its securities through such underwriting Company shall (together with the Company and the other holders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by Initiating Holders and reasonably acceptable to the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2(a), if the managing underwriter or underwriters representative advises the Holders in writing that marketing factors require a limitation on the number of a proposed underwritten offering with respect shares to which Holders of Registrable Securities have exercised their piggyback registration rights advise be underwritten, the Board of Directors of the Company that in its or their opinion representative may limit the number of Registrable Securities requested to be included in the offering thereby registration and all other securities proposed to underwriting in accordance with Section 2(b)(ii); provided that such allocation shall be sold made in the offering exceeds following manner: (i) first, Pro Rata (as defined below) to Registrable Securities and securities entitled to registration under the Series B Registration Rights Agreement (as defined below), regardless of the number which of shares that can be sold in such underwritten offering in light without exceeding the Maximum Number of market conditionsShares; (ii) second, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested desires to be included in such registration, (b) secondsell, and only if all (iii), third, securities for the securities referred to in clause (a) have been included, up to the total number account of securities Other Stockholders that the holders under the Existing Registration Rights Agreement have requested Company is obligated to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering register pursuant to written contractual arrangements with such persons that can be sold, Pro Rata, in the Other Agreement case of (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offeringii) and (diii) fourth, and only if all without exceeding the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion Maximum Number of the managing underwriter or underwriters can be sold without having such adverse effect. Shares.. If any Holder or Other Stockholder who has requested inclusion in such registration as provided herein disapproves of the terms of any such the underwriting, such Holder Person may elect to withdraw therefrom by providing written notice to the Company Company, the underwriter and the managing underwriter or underwritersInitiating Holders. Any The securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration.

Underwriting. The If the registration statement under which the Corporation gives notice under this Section 2.1 is for an underwritten offering, the Corporation shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 1.6 or this Article II 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Corporation. Notwithstanding any other provision of this Article IIAgreement, if the managing underwriter or underwriters determines in good faith that marketing factors require a limitation of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested shares to be underwritten, the number of shares that may be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) Corporation; and second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested Holders; and thereafter to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all any other securities proposed to be included in such offering that, in the opinion Shareholders of the managing underwriter or underwriters can be sold without having such adverse effectCorporation holding registration rights. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Corporation and the managing underwriter underwriter, delivered on or underwritersbefore the later of (i) five (5) business days after the receipt by all Holders and the Placement Agent of the underwriting agreement containing the terms thereof and (ii) ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such registrationHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing shall be deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares of Corporation capital stock carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. The right of any Holder to registration pursuant to Section 1.6 or this Article II shall be conditioned upon such HolderHxxxxx’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement with the managing underwriter selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary the form negotiated by the Company or such stockholders, as the case may be). Notwithstanding any other provision of this Article II, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, (i) in the event such offering was initiated by the Company for its own accountCompany, up to the total number of securities that the Company has requested to be included in such registrationregistration and (ii) in the event such offering was initiated by the holders of securities (other than the Holders) who have exercised their demand registration rights, up to the total number of securities that such holders of such securities have requested to be included in such offering, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the Holders and other holders under the Existing Registration Rights Agreement of securities that have requested contractual rights to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders registration have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (dc) fourththird, and only if all the securities referred to in clause (cb) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. 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 managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 2(b)(i)(A). In such event, the right of any Holder each of the Holders to registration pursuant to this Section 1.6 or this Article II 2(b) shall be conditioned upon such Holder’s Holders' participation in such underwriting and the inclusion of such Holders' Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing The Holders whose shares are to distribute its securities through be included in such underwriting registration shall (together with the Company and the other holders Other Stockholders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2(b), if the managing underwriter or underwriters representative determines that marketing factors require a limitation on the number of a proposed underwritten offering with respect shares to which Holders of Registrable Securities have exercised their piggyback registration rights advise be underwritten, the Board of Directors of representative may (subject to the Company that in its or their opinion allocation priority set forth below) limit the number of Registrable Securities requested to be included in the registration and underwriting to not less than twenty five percent (25%) (or ten percent (10%) with respect to the first registered offering thereby and all other securities proposed to be sold in effected by the offering exceeds Company after the date hereof) of the shares included therein (based on the number which can be sold in such underwritten offering in light of market conditionsshares). The Company shall so advise all holders of securities requesting registration, and the Registrable Securities and such other number of shares of securities that are entitled to be included in such underwritten offering the registration and underwriting shall be allocated, (a) first, allocated in the event such offering was initiated by following manner: The securities of the Company for its own accountheld by officers, up directors and Other Stockholders of the Company (other than Registrable Securities and other than securities held by holders who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the total extent required by such limitation, and, if a limitation on the number of securities shares is still required, the number of shares that the Company has requested to may be included in such registration, (b) second, the registration and only if all the securities referred to in clause (a) have been included, up to the total number underwriting by each of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to and Demanding Holders shall be included in such offeringreduced, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, on a pro rata basis (based upon on the number of securities that each shares held by such Holder), by such minimum number of them shall have requested shares as is necessary to be included in comply with such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectlimitation. If any Holder of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The right (a) If the registration of any Holder to registration which RTI gives notice pursuant to Section 1.6 or this Article II 2.2 is for a registered offering involving an underwriting, then Xxxxxx'x right to registration shall be conditioned upon such Holder’s Xxxxxx'x participation in such the underwriting and the inclusion of Xxxxxx'x Registrable Securities in the underwriting to the extent provided hereinin this Agreement. Each Holder proposing to distribute its securities through such underwriting shall (Abbott [together with the Company RTI and the holders of other holders securities of RTI distributing their securities through that underwriting (such underwriting) other holders being termed the "Other Holders")] shall enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company or by the stockholders representative of the Company who have the right to select the underwriter or underwriters selected by RTI. (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be). b) Notwithstanding any other provision of this Article II2, if the managing underwriter or representative of the underwriters advises RTI in writing that marketing factors require a limitation on the number of a proposed underwritten offering with respect shares to which Holders be underwritten, then RTI shall so inform Abbott and the Other Holders. The number of shares of RTI common stock being sold by RTI for its own account shall not be reduced by operation of this Section 2.3. The number of shares of Registrable Securities have exercised their piggyback registration rights advise held by Abbott and the Board of Directors of the Company Other Holder(s) that in its or their opinion the number of Registrable Securities requested to may be included in the offering thereby and all other securities proposed underwriting (in addition to be those being sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company RTI for its own account, up ) shall be allocated among Abbott and the Other Holders in proportion (as nearly as practicable) to the total number amount of securities that the Company has requested to be included in Registrable Securities owned by each such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, holder. (c) third, and only if all the securities referred Any holder which does not agree to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any the such underwriting, such Holder may elect to withdraw therefrom underwriting shall be excluded from that underwriting by written notice to from RTI or the Company and the managing underwriter or underwritersunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such that underwriting shall be withdrawn from such the registration.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.2, if the managing underwriter or underwriters advise the Company in writing that marketing factors require a limitation on the number of a proposed underwritten offering with respect shares to which Holders of be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its from, or their opinion limit the number of Registrable Securities requested to be included in, the registration and underwriting. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below thirty percent (30%) of the total value of securities included in such registration, unless such offering is the Initial Public Offering and such registration does not include shares of any other selling stockholders (excluding shares registered for the account of the Company), in which event any or all of the Registrable Securities of the Holders may be excluded. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated, as follows: (ai) first, in the event such offering was initiated by to the Company for securities being sold for its own account, up to the total number of securities that the Company has requested to be included in such registration, and (bii) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested Holders requesting to be included include Registrable Securities in such offeringregistration statement based on the pro rata percentage of Registrable Securities held by such Holders, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have assuming conversion. If a person who has requested to be included inclusion in such offering, together with the total number of securities that the Other Holders have requested registration as provided above does not agree to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter underwriter. The Registrable Securities or underwritersother securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth above.

Underwriting. The If the Holders initiating the registration request under this Section 1.2 (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they will so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company will include such information in the written notice referred to in subsection 1.2(a). In such event, the right of any Holder to include his Registrable Securities in such registration pursuant to Section 1.6 or this Article II shall will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) will enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 1.2, if the managing underwriter or underwriters underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of a proposed the number of securities to be underwritten offering with respect to which then the Company will so advise all Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities requested to that may be included in the offering thereby underwriting will be reduced as required by the underwriter(s) and all other securities proposed allocated among the Holders of Registrable Securities on a pro rata basis according to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwritten offering shall underwriting and registration will not be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, reduced unless all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of Company are first entirely excluded from the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company underwriting and the managing underwriter or underwritersregistration. Any securities Registrable Securities excluded or and withdrawn from such underwriting shall will be withdrawn from such the registration.

Underwriting. The If a registration statement for which the Company gives notice under this Section 2.4 is for an underwritten offering, then the Company shall so advise the Holders. In such event, the right of any Holder such Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.6 or this Article II 2.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)underwriting. Notwithstanding any other provision of this Article IIAgreement but subject to Section 2.12, if the managing underwriter or underwriters underwriter(s) determine(s) in good faith that marketing factors require a limitation of a proposed underwritten offering with respect the number of shares to which Holders of be underwritten, then the managing underwriter(s) may exclude Registrable Securities have exercised their piggyback requested to be registered from the registration rights advise and the Board of Directors of the Company that in its or their opinion underwriting, and the number of Registrable Securities requested to that may be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated, (a) first, to the Company, second, to the holders of the Series E Shares, Series D Shares, Series C Shares, Series B Shares and Series A-1 Shares holding the Registrable Securities on a pro rata basis, third, to each of the remaining Holders requesting inclusion of their Registrable Securities in the event such offering was initiated by the Company for its own accountregistration statement on a pro rata basis, up to in each case based on the total number of shares of Registrable Securities then held by each such Holder , and fourth to holders of other securities of the Company; provided, however, that the Company has requested right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be included in such registration, restricted so that (bi) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each Registrable Securities held by holder(s) of them shall have requested to be the Series E Shares, Series D Shares, Series C Shares, Series B Shares and Series A-1 Shares included in any such offeringregistration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested; and (dii) fourth, and only if all shares of Registrable Securities held by holder(s) of the securities referred to in clause (c) have been included, Series A Shares or all other securities proposed to be included in such offering thatshares that are not Registrable Securities and are held by any other person, in the opinion including, without limitation, any person who is an employee, consultant, officer or director of the managing underwriter Company (or underwriters can any subsidiary of the Company) shall first be sold without having excluded from such adverse effectregistration and underwriting before any Registrable Securities held by holder(s) of the Series E Shares, Series D Shares, Series C Shares and Series B Shares are so excluded. 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 managing underwriter or underwritersunderwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such the registration.

Underwriting. The If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice referred to in subsection 2.2(a). In such event, the right of any Holder to include his, her, or its Registrable Securities in such registration pursuant to Section 1.6 or this Article II shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or and approved by the stockholders a majority in interest of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Initiating Holders. Notwithstanding any other provision of this Article IISection 2.2, if the managing underwriter or underwriters underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of a proposed the number of securities to be underwritten offering with respect to which then the Company shall so advise all Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities requested to that may be included in the offering thereby underwriting shall be reduced as required by the underwriter(s) and all other securities proposed allocated among the Holders of Registrable Securities on a pro rata basis according to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwritten offering underwriting and registration shall not be allocated, (a) first, in the event such offering was initiated by reduced unless all other securities of the Company for its own accountare first entirely excluded from the underwriting and registration; and provided further, up to that in no event shall the amount of securities of the Holders be reduced below thirty percent (30%) of the total number amount of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in unless such offering pursuant to is the Other Agreement Company’s initial public offering (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in which case there is no such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. 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 managing underwriter or underwritersminimum limit). Any securities Registrable Securities excluded or and withdrawn from such underwriting shall be withdrawn from such the registration.

Underwriting. The right If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of any Holder to registration an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 1.6 or this Article II shall be conditioned upon such Holder’s participation in such underwriting and the 2(a)(i). If Other Stockholders request inclusion of Registrable Securities their securities in the underwriting, the Holders shall offer to include the securities of such Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares are to be included in such registration and the extent provided herein. Each Holder proposing to distribute its securities through such underwriting Company shall (together with the Company and the other holders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by Initiating Holders and reasonably acceptable to the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2(a), if the managing underwriter or underwriters representative advises the Holders in writing that marketing factors require a limitation on the number of a proposed underwritten offering with respect shares to which Holders of Registrable Securities have exercised their piggyback registration rights advise be underwritten, the Board of Directors of the Company that in its or their opinion representative may limit the number of Registrable Securities requested to be included in the offering thereby registration and all other securities proposed to underwriting in accordance with Section 2(b)(ii); provided that such allocation shall be sold made in the offering exceeds following manner: (i) first, Pro Rata (as defined below) to Registrable Securities and securities entitled to registration under the Series A Registration Rights Agreement (as defined below), regardless of the number which of shares that can be sold in such underwritten offering in light without exceeding the Maximum Number of market conditionsShares; (ii) second, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested desires to be included in such registration, (b) secondsell, and only if all (iii), third, securities for the securities referred to in clause (a) have been included, up to the total number account of securities Other Stockholders that the holders under the Existing Registration Rights Agreement have requested Company is obligated to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering register pursuant to written contractual arrangements with such persons that can be sold, Pro Rata, in the Other Agreement case of (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offeringii) and (diii) fourth, and only if all without exceeding the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion Maximum Number of the managing underwriter or underwriters can be sold without having such adverse effectShares. If any Holder or Other Stockholder who has requested inclusion in such registration as provided herein disapproves of the terms of any such the underwriting, such Holder Person may elect to withdraw therefrom by providing written notice to the Company Company, the underwriter and the managing underwriter or underwritersInitiating Holders. Any The securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.6(a)(i). In such event, the right of any Holder to registration pursuant to Section 1.6 or this Article II shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s their obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 1.6, if the managing underwriter or underwriters of determines that marketing factors require a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors limitation of the Company that in its or their opinion number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities requested to be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to underwriting on a pro rata basis based on the total number of securities that (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the Company has requested to be included in such registrationparticipating Holders by the Company; provided, that, (bi) secondwith respect to the IPO, the managing underwriter may exclude all of such Registrable Securities and (ii) with respect to any registration following the IPO, the managing underwriter may exclude only if all such number of Registrable Securities as would provide the securities referred to in clause Holders requesting registration with at least thirty percent (a30%) have been included, up to of the total number of securities that the holders under the Existing Registration Rights Agreement have requested shares to be included registered and sold pursuant to such registration; provided further that (X) in no event shall any Registrable Securities be excluded from such offeringoffering unless all other shareholders' securities are first excluded and (Y) any Registrable Securities held by a Founder shall be excluded before any other Registrable Securities are excluded. To facilitate the allocation of shares in accordance with the above provisions, (c) third, and only if all the securities referred Company or the underwriters may round the number of shares allocated to in clause (b) have been included, up any Holder or other holder to the total number nearest 100 shares. For purposes of securities the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the Holders have requested affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the number aggregate amount of securities that each of them shall have requested to be included in Registrable Securities owned by all such offering) related entities and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectindividuals. If any Holder or other holder disapproves of the terms of any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto.

Underwriting. The In the event such registration on Form S-3 is to be underwritten as determined by a majority in interest of the Holders requesting such registration, the right of any Holder to participate in such registration pursuant to this Section 1.6 or this Article II 3.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of the Holder’s Registrable Securities in the underwriting subject to the extent provided hereinlimitations set forth below. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders Holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company or by the stockholders a majority in interest of the Company who have the right to select the underwriters (Holders requesting such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)registration. Notwithstanding any other provision of this Article IISection 3.3, if the managing underwriter or underwriters determines that marketing factors require a limitation of a proposed underwritten offering with respect the number of shares to which be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration and the underwriting shall be allocated in the following priority: (i) first, among all Holders of Registrable Securities have exercised their piggyback (pro rata among such selling Holders on the basis of the respective amounts of Registrable Securities held by all such selling Holders); provided, however, that the aggregate number of Registrable Securities that may be included in such registration rights advise may be limited by such managing underwriter to an amount no less than sixty-six percent (66%) of the Board total number of Directors shares to be included in such registration and pro rata among Holders of Registrable Securities on the basis of the Registrable Securities held by all such Holders; (ii) second, any securities which the Company desires to sell for its own account; and (iii) third, among all other stockholders of the Company having registration rights (other than a Holder); provided, however, that no securities held by such stockholders shall be included in its or their opinion the registration to the extent that the number of Registrable Securities requested by the Holders to be included in such registration are limited pursuant to Section 3.3(c)(i) above. The Company shall so advise all Holders requesting to be included in the offering thereby registration and all other securities proposed to underwriting of the number of shares of Registrable Securities that may be sold included in the offering exceeds registration and the number which can underwriting shall be sold in such underwritten offering in light of market conditions, allocated among all the Registrable Securities and such other securities Holders requesting to be included in such underwritten offering shall be allocatedthe registration and underwriting in proportion, (a) firstas nearly as practicable, to the respective amounts of Registrable Securities held by them at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the event such offering was initiated by above provisions, the Company for its own account, up to or the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon underwriters may round the number of securities that each of them shall have requested shares allocated to be included in such offering) and (d) fourth, and only if all any Holder to the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectnearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters. Any securities excluded or withdrawn from such shares of Registrable Securities included in the registration and the underwriting shall be withdrawn from such registrationreallocated among the remaining Holders’ Registrable Securities requested to be included in the registration and underwriting.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.2, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board Company in writing that marketing factors require a limitation on the number of Directors of shares to be underwritten, the Company that in its or their opinion underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities requested to be included in the offering thereby registration and underwriting. In no event shall any Registrable Securities be excluded from such registration and underwriting unless all other stockholders’ securities proposed to be sold in have been first excluded. In the offering exceeds event that the number which can be sold in such underwritten offering in light underwriters determine that less than all of market conditions, the Registrable Securities and such other securities requested to be registered can be included in such underwritten offering shall be allocatedregistration and underwriting, (a) first, in then the event such offering was initiated by the Company for its own account, up to the total number of securities Registrable Securities that the Company has requested to be are included in such registrationregistration and underwriting shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the registration and underwriting be reduced below thirty percent (b30%) second, and only if all the securities referred to in clause (a) have been included, up to of the total number amount of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offeringregistration and underwriting, (c) thirdunless such registration is the Initial Public Offering, and only in which case the selling Holders may be excluded if all the securities referred to in clause (b) have been included, up to underwriters make the total number of securities that the Holders have determination described above. If a person who has requested to be included inclusion in such offering, together with the total number of securities that the Other Holders have requested registration as provided above does not agree to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter or underwritersunderwriter. The securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The (a) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Section 13.2(a)(i). In such event, the right of any Holder to registration pursuant to Section 1.6 or this Article II 13.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company Company, directors and officers and the other holders Other Shareholders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 13.2, if the managing underwriter determines that marketing or underwriters of other factors require a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities requested which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the offering thereby registration and all other securities proposed to underwriting shall be sold allocated in the offering exceeds the following manner. The number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to shares that may be included in the registration and underwriting on behalf of such underwritten offering Holders, directors and officers and Other Shareholders (if any) shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number extent consistent with any registration rights granted prior to the date hereof, among such Holders, directors and officers and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities that the Company has which they had requested to be included in such registration, (b) second, and only if all registration at the securities referred to in clause (a) have been included, up to time of filing the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectregistration statement. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such Holder it, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 1.6 or this Article II 2.1 shall be conditioned upon such Holder’s participation in an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of Registrable Securities in the underwriting to Company’s and such person’s other securities of the extent provided hereinCompany and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). Each Holder proposing to distribute its securities through such underwriting The Company shall (together with the Company all Holders and the other holders distributing persons proposing to distribute their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders a majority in interest of the Company who have Initiating Holders, which underwriters are reasonably acceptable to the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.1, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board Initiating Holders in writing that marketing factors require a limitation on the number of Directors of the Company that in its or their opinion shares to be underwritten, the number of Registrable Securities requested to that may be so included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, allocated as follows: (ai) first, among all Holders requesting to include Registrable Securities in such registration statement based on the event pro rata percentage of Registrable Securities held by such offering was initiated by Holders, assuming conversion and (ii) second, to Company, which the Company may allocate, at its discretion, for its own account, up to or for the total number account of securities that other holders or employees of the Company Company. If a person who has requested to be included inclusion in such registration, (b) second, and only if all the securities referred registration as provided above does not agree to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall be excluded therefrom by written notice to from the Company and Company, the managing underwriter or underwritersthe Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.2, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities requested to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated, as follows: (ai) first, in the event such offering was initiated by to the Company for securities being sold for its own account, up and (ii) second, to the total Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion. Notwithstanding the foregoing, (i) in no event shall the number of Registrable Securities included in the offering be reduced unless all other securities that the Company has requested (other than securities to be sold by the Company) are first entirely excluded from the offering, and (ii) no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below twenty percent (20%) of the total value of securities included in such registration, unless such offering is the Initial Public Offering and such registration does not include securities of any other selling stockholders (b) secondexcluding shares registered for the account of the Company), and only if in which event any or all of the securities referred to in clause (a) have been included, up to Registrable Securities of the total number of securities that the holders under the Existing Registration Rights Agreement have Holders may be excluded. If a person who has requested to be included inclusion in such offering, (c) third, and only if all the securities referred registration as provided above does not agree to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter underwriter. The Registrable Securities or underwritersother securities so excluded shall also be withdrawn from such registration. 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 of securities of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 2.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of securities so withdrawn, with such securities to be allocated among the persons requesting additional inclusion, in the manner set forth above.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.6(a)(i). In such event, the right of any Holder to registration pursuant to Section 1.6 or this Article II shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders Holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or if applicable by the stockholders of the Company Holders who have the right to select the underwriters (initiated such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may beregistration,). Notwithstanding any other provision of this Article IISection 1.6, if the managing underwriter or underwriters of determines in its sole discretion that marketing factors require a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors limitation of the Company that in its or their opinion number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities requested to be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditionsunderwriting, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to on a pro rata basis based on the total number of Registrable Securities held by each participating Holder; but in no event shall the amount of securities that of the Company has requested participating Investors included in the offering be reduced to be less than thirty percent (30%) of the total amount of securities included in such registration, (b) second, registration and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) thirdunless such offering is the Initial Public Offering of the Company, in which case the participating Holders may be entirely excluded if the managing underwriter makes the determination described above and only if all no other stockholder’s securities are included. To facilitate the securities referred to allocation of shares in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together accordance with the total number of securities that above provisions, the Other Holders have requested to be included in such offering pursuant to Company or the Other Agreement (in each case, pro rata based upon underwriters may round the number of securities that each of them shall have requested shares allocated to be included in such offeringany Holder or other holder to the nearest one hundred (100) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectshares. If any Holder or other holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days (one hundred eighty (180) days in the case of the Company’s Initial Public Offering) after the date of the final prospectus included in the registration statement relating thereto.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders of Registrable Securities as a part of the written notice given pursuant to Section 2(a)(i). In such event, the right of any Holder holders to registration pursuant to this Section 1.6 or this Article II shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. Each Holder All holders of Registrable Securities proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter representative of the underwriter(s) selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors representative of the underwriters advises the Company that in its or their opinion of the need for an Underwriter's Cutback, the representative may (subject to the limitations set forth below) limit the number of Registrable Securities requested to be included in the offering thereby registration and underwriting; provided, however, that Registrable Securities shall be included in any over-allotment option granted to the underwriters before inclusion of any shares from the Company. The Company shall advise all other holders of securities proposed to be sold in requesting registration of the offering exceeds Underwriter's Cutback, and the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other shares of securities that are entitled to be included in such underwritten offering the registration and underwriting shall be allocated, (a) first, in the event such offering was initiated by allocated first to the Company for securities being sold for its own account, up to the total number of securities that the Company has requested to be included account and thereafter as set forth in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectSection 9. If any Holder disapproves of person does not agree to the terms of any such underwriting, such Holder may elect to withdraw it shall be excluded therefrom by written notice to from the Company or the underwriter and the managing underwriter or underwriters. Any any securities so excluded or withdrawn from such underwriting shall be withdrawn from such registrationregistration ("Withdrawn Securities"). If there are Withdrawn Securities and if there was an Underwriter's Cutback, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares of Withdrawn Securities that would have been included in the registration after giving effect to the Underwriter's Cutback had such securities not been withdrawn, with such shares to be allocated among such holders requesting additional inclusion in accordance with Section 9.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.3(a). In such event the right of any Holder to registration pursuant to Section 1.6 or this Article II 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.3, if the managing underwriter or underwriters determines that marketing factors require a limitation of a proposed underwritten offering with respect the number of shares to which Holders of be underwritten, the managing underwriter may limit the Registrable Securities have exercised their piggyback registration rights advise the Board of Directors and other securities to be distributed through such underwriting; provided, however, that, in no event shall any Registrable Securities be so limited unless all other securities of the Company (other than shares held by the Initiating Holders, in the case of a Demand Registration, and other than shares for the Company’s account (i.e., primary shares), in the case of a Company Registration) are excluded in full from such offering; provided, further, that in its or their opinion no event shall the number of Registrable Securities requested to be included in such registration be reduced to less than twenty-five percent (25%) of the offering thereby and all other securities proposed to be sold in the offering exceeds the total number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) firstregistration except in connection with the Company’s initial public offering, in which case all Registrable Securities may be excluded in full. The Company shall so advise all Holders distributing their securities through such underwriting of such limitation (or exclusion, if applicable) and the event such offering was initiated by the Company for its own account, up to the total number of securities shares of Registrable Securities that the Company has requested to may be included in the registration and underwriting shall be allocated (if applicable) among all such registrationHolders in proportion, (b) secondas nearly as practicable, and only if all the securities referred to in clause (a) have been included, up to the total number respective amounts of securities that Registrable Securities held by such Holders at the holders under time of filing the Existing Registration Rights Agreement have requested to be included registration statement. To facilitate the allocation of shares in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together accordance with the total number of securities that above provisions, the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon Company may round the number of securities that each of them shall have requested shares allocated to be included in such offeringany Holder or holder to the nearest one hundred (100) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectshares. If any Participating Holder disapproves of the terms of any such underwriting, such Participating Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i) hereof. In such event, the right of any Holder to registration pursuant to Section 1.6 or this Article II 2.2 hereof shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.2, if the managing underwriter or underwriters determines that marketing factors require a limitation of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration to an amount no less than thirty percent (30%) of the Registrable Securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated registered by the Company for its own account, up to the total number of Holders. The securities that the Company has held and requested to be included in such registrationunderwriting by the Company’s directors, (b) secondofficers, employees, consultants and only if all the securities referred to in clause (a) have been included, up other shareholders shall be reduced completely before any reduction is made to the total number of securities that Registrable Securities held by the holders under the Existing Registration Rights Agreement have requested Holders. The Company shall so advise all Holders requesting to be included in such offering, (c) thirdthe registration and underwriting, and only if the number of shares of Registrable Securities that the managing underwriter determines may be included in the registration and underwriting shall be allocated among all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested requesting to be included in such offeringthe registration and underwriting in proportion, together as nearly as practicable, to the respective amounts of Registrable Securities held by them at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the total number of securities that above provisions, the Other Holders have requested to be included in such offering pursuant to Company or the Other Agreement (in each case, pro rata based upon underwriters may round the number of securities that each of them shall have requested shares allocated to be included in such offeringany Holder to the nearest one hundred (100) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectshares. If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersand the Initiating Holders. Any The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration.

Underwriting. The If the registration statement under which the Company gives notice under this Section 2.2 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IIthe Agreement, if the managing underwriter or underwriters determines in good faith that marketing factors require a limitation of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested shares to be underwritten, the number of shares that may be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated, (a) first, in to the event such offering was initiated by Company, second to the Company for its own accountSeries A Preferred Stockholders and third to the Series B, up to C and D Preferred Stockholders on a PRO RATA basis based on the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that by the holders under the Existing Registration Rights Agreement have requested to be included in of such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. 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 managing underwriter or underwriterssecurities. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn excluded from the registration. For any holder of Series A, B, C or D Preferred Stock which is a partnership or corporation, the partners, retired partners and shareholders of such registrationholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "holder", and any PRO RATA reduction with respect to such "holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "holder," as defined in this sentence.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to subsection 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a)(i). In such event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to registration pursuant to Section 1.6 or this Article II subsection 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting The Company shall (together with the Company and the other holders distributing all Holders proposing to distribute their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)underwriters. Notwithstanding any other provision of this Article IIsubsection 1.2, if the managing underwriter or underwriters advises the Initiating Holders in writing that marketing factors require a limitation of a proposed underwritten offering with respect the number of shares to which be underwritten, the Initiating Holders shall so advise all Holders participating in the registration, and the number of shares of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to may be included in the offering thereby registration and underwriting shall be allocated among all other securities proposed such Holders thereof in proportion, as nearly as practicable, to be sold in the offering exceeds the number which can be sold in such underwritten offering in light respective amounts of market conditions, the Registrable Securities and held by such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectHolders. If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriter or underwritersInitiating Holders. Any securities Registrable Securities which are excluded from the underwriting by reason of the underwriter’s marketing limitation or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The right (a) If the registration of any Holder to registration which RTI gives notice pursuant to Section 1.6 or this Article II 2.2 is for a registered offering involving an underwriting, then Xxxxxx'x right to registration shall be conditioned upon such Holder’s Xxxxxx'x participation in such the underwriting and the inclusion of Xxxxxx'x Registrable Securities in the underwriting to the extent provided hereinin this Agreement. Each Holder proposing to distribute its securities through such underwriting shall (Abbott [together with the Company RTI and the holders of other holders securities of RTI distributing their securities through that underwriting (such underwriting) other holders being termed the "Other Holders")] shall enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company or by the stockholders representative of the Company who have the right to select the underwriter or underwriters selected by RTI. (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be). b) Notwithstanding any other provision of this Article II2, if the managing underwriter or representative of the underwriters advises RTI in writing that marketing factors require a limitation on the number of a proposed underwritten offering with respect shares to which Holders be underwritten, then RTI shall so inform Abbott and the Other Holders. The number of shares of RTI common stock being sold by RTI for its own account shall not be reduced by operation of this Section 2.3. The number of shares of Registrable Securities have exercised their piggyback registration rights advise held by Abbott and the Board of Directors of the Company Other Holder(s) that in its or their opinion the number of Registrable Securities requested to may be included in the offering thereby and all other securities proposed underwriting (in addition to be those being sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company RTI for its own account, up ) shall be allocated among Abbott and the Other Holders in proportion (as nearly as practicable) to the total number amount of securities that the Company has requested to be included in Registrable Securities owned by each such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, holder. (c) third, and only if all the securities referred Any holder which does not agree to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any the such underwriting, such Holder may elect to withdraw therefrom underwriting shall be excluded from that underwriting by written notice to from RTI or the Company and the managing underwriter or underwritersunderwriter. Any Registrable Securities or other securities excluded or withdrawn withdraw from such that underwriting shall be withdrawn from such the registration.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event, the right of any each Eligible Holder to registration pursuant to this Section 1.6 or this Article II 3(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Securities Shares in the underwriting to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting The participating Eligible Holders shall (together with the Company and the other holders stockholders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by or underwriters participating in the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)underwriting. Notwithstanding any other provision of this Article IISection 3, if the managing underwriter or underwriters of determines that marketing factors require a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion limitation on the number of Registrable Securities requested shares to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditionsunderwritten, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon managing underwriter may limit the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities Eligible Shares proposed to be included in such offering thatregistration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, in that if the opinion of Company proposes to use proceeds from the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such underwritingexisting securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw therefrom from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the managing underwriter or underwritersunderwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to participate in any offering of the Company’s equity securities under such shelf registration.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company Company, the Other Selling Holders and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.2, if the managing underwriter or underwriters advise the Company in writing that marketing factors require a limitation on the number of a proposed underwritten offering with respect shares to which Holders of be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its from, or their opinion limit the number of Registrable Securities requested to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated, as follows: (ai) first, in the event such offering was initiated by to the Company for securities being sold for its own account, up to the total number of securities that the Company has requested to be included in such registration, and (bii) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested Holders requesting to be included include Registrable Securities in such offeringregistration statement based on the pro rata percentage of Registrable Securities held by such Holders, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have assuming conversion If a person who has requested to be included inclusion in such offering, together with the total number of securities that the Other Holders have requested registration as provided above does not agree to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter underwriter. The Registrable Securities or underwritersother securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The If the registration of which the Company gives notice is ------------ for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2(a)(i). In such event the right of any Holder to registration pursuant to Section 1.6 or this Article II 2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders Other Shareholders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2, if the managing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, and (a) if such registration is the Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or underwriters all of a proposed underwritten offering with respect to which Holders of the Registrable Securities have exercised their piggyback which would otherwise be underwritten pursuant to the notice described herein, and (b) if such registration rights advise is other than the Board of Directors of Initial Public Offering, the Company that in its or their opinion underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities requested to be included in the offering thereby registration and underwriting to not less than fifty percent (50%) of the securities included therein (based on aggregate market values). The Company shall so advise all other holders of securities proposed to be sold in the offering exceeds requesting registration, and the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other shares of securities that are entitled to be included in such underwritten offering the registration and underwriting shall be allocated, (a) first, allocated in the event such offering was initiated by following manner. The securities of the Company for its own account, up held by officers and directors of the Company (other than Registrable Securities) shall be excluded from such registration and underwriting to the total extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting shall be allocated among all such Holders and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities that the Company has which they had requested to be included in such registrationregistration at the time of filing the registration statement, (b) second, and only if all except that Registrable Securities held by the securities referred to in clause (a) have been included, up to Other Shareholders shall be the total number of securities that the holders under the Existing Registration Rights Agreement have requested last to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectlimited. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The If a Piggyback Registration is for a registered public offering involving an underwriting, Key shall so advise the Holders in writing or as a part of the written notice given pursuant to Section 5.18(b)(i). In such event the right of any Holder to registration pursuant to Section 1.6 or this Article II 5.18(b)(i) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities such Holder’s Key Shares in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingKey) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Key. Notwithstanding any other provision of this Article IISection 5.18(b)(ii), if the managing underwriter or underwriters Key determines that marketing factors require a limitation of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested shares to be underwritten, the underwriter may exclude some or all Key Shares from such registration and underwriting. Key shall so advise all Holders (except those Holders who failed to timely elect to distribute their Key Shares through such underwriting or have indicated to Key their decision not to do so), and the number of Key Shares that may be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated: (A) first to Key; and (B) then to all selling stockholders, (a) firstincluding the Holders, who have requested to sell in the event such offering was initiated by the Company for its own account, up registration on a pro rata basis according to the total number of securities that the Company has shares requested to be included. No Key Shares excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Key and the managing underwriter or underwritersunderwriter. Any The Key Shares and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Key Shares a greater number of Key Shares held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then Key shall offer to all Holders who have included Key Shares in the registration the right to include additional Key Shares pursuant to the terms and limitations set forth herein in the same proportion used above in determining the underwriter limitation.

Underwriting. The If the Holders initiating the registration request under this Section 7(b)(ii) ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request, and the Company shall include such information in the written notice referred to in Section 7(b)(ii)(A). In such event, the right of any Holder to include his or her Registrable Securities in such registration pursuant to Section 1.6 or this Article II shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent provided hereininitiating Holders and such Holder determined based on the number of Registrable Securities held by such Holders being registered). Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders Holders of a majority of the Company who have the right Registrable Securities being registered and reasonably acceptable to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or (including a market stand-off agreement of up to 180 days if required by such stockholders, as the case may beunderwriters). Notwithstanding any other provision of this Article IISection 7(b)(ii), if the managing underwriter or underwriters underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of a proposed the number of securities to be underwritten offering with respect to which then the Company shall so advise all Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities requested to that may be included in the offering thereby underwriting shall be reduced as required by the underwriter(s) and all other securities proposed allocated among the Holders of Registrable Securities on a pro rata basis according to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwritten offering underwriting and registration shall not be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, reduced unless all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. 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 any selling security holder other than the managing underwriter or underwritersHolders are first entirely excluded from the underwriting and registration. Any securities Registrable Securities excluded or and withdrawn from such underwriting shall be withdrawn from such the registration.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 5.3(a)(i). In such event the right of any Holder to registration pursuant to this Section 1.6 or this Article II 5.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided hereinherein in subject to the limitations expressed in Section 5.2. Each Holder All Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (shall, together with the Company and the other holders parties distributing their securities through such underwriting) , enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 5.3, if the managing underwriter or underwriters of determines that marketing factors require a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors limitation of the Company that in its or their opinion number of shares to be underwritten, the underwriter may limit the number of Registrable Securities requested to be included in the offering thereby registration and underwriting, subject to the terms of this Section 5.3. The Company shall so advise all other holders of the Company’s securities proposed to that would otherwise be sold registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the offering exceeds registration and underwriting shall be allocated first to the Company and second to the Holders and any other holders with registration rights on a pro rata basis based on the total number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities held by the Holders and such other holders. No such reduction shall (i) reduce the securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated being offered by the Company for its own accountaccount to be included in the registration and underwriting, up or (ii) subject to the total number limitations expressed in Section 5.2, reduce the amount of securities that of the Company has requested to selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration by all selling stockholders. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. For the avoidance of doubt, (bnothing in this Section 5.3(b) second, and only if all the securities referred is intended to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon diminish the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all by the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, Company in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. 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 managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 2(b)(i)(1). In such event, the right of any Holder each of the Holders to include its Registrable Securities in such registration pursuant to this Section 1.6 or this Article II 2(b) shall be conditioned upon such Holder’s Holders’ participation in such underwriting and the inclusion of such Holders’ Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing The Holders whose Registrable Securities are to distribute its securities through be included in such underwriting registration shall (together with the Company and the other holders Other Stockholders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2(b), if the managing underwriter representative determines that marketing factors require a limitation on the number of shares to be underwritten, and (x) if such registration is the Initial Public Offering, the representative may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or underwriters all of a proposed underwritten offering with respect to which Holders of the Registrable Securities have exercised their piggyback which would otherwise be underwritten pursuant hereto, and (y) if such registration rights advise is other than the Board of Directors of Initial Public Offering, the Company that in its or their opinion representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities requested to be included in the offering thereby registration and all other securities proposed underwriting to be sold in not less than twenty five percent (25%) of the offering exceeds shares included therein (based on the number which can be sold of shares); provided, however, without limiting the foregoing, the Company shall have no obligation to include any such registration any Registrable Securities held by the Management Investors if the underwriters determine, in such underwritten offering in light of market conditionstheir sole discretion, that marketing factors require the Registrable Securities held by such Management Investors to be excluded from the registration. The Company shall immediately so advise all holders of securities requesting registration of such limitation, and such other the number of shares of securities that are entitled to be included in such underwritten offering the registration and underwriting shall be allocated, (a) first, allocated in the event such offering was initiated by following manner: The securities of the Company for its own accountheld by officers, up directors and Other Stockholders of the Company (other than Registrable Securities and other than securities held by holders who by contractual right demanded such registration (“Demanding Holders”)) shall be excluded from such registration and underwriting to the total extent required by such limitation, and, if a limitation on the number of securities shares is still required, the number of shares that the Company has requested to may be included in such registration, (b) second, the registration and only if all the securities referred to in clause (a) have been included, up to the total number underwriting by each of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to and Demanding Holders shall be included in such offeringreduced, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, on a pro rata basis (based upon on the number of securities that each shares held by such Holder or Demanding Holder), by such minimum number of them shall have requested shares as is necessary to be included in comply with such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectlimitation. If any Holder of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, such Holder he, she or it may elect to withdraw therefrom by providing written notice to the Company and the managing underwriter or underwritersunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The If the registration of which Match gives notice is for a registered public offering involving an underwriting, Match shall so advise IAC as a part of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Holder IAC to registration pursuant to this Section 1.6 or this Article II 1.2 shall be conditioned upon such HolderIAC’s participation in such underwriting and the inclusion of IAC’s Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing If IAC proposes to distribute its securities through such underwriting it shall (together with the Company and the other holders distributing their securities through such underwritingMatch) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company or by the stockholders representative of the Company who have the right to select the underwriter or underwriters (selected by Match, provided that such underwriting agreement shall be subject to be in a customary form negotiated by the Company or such stockholders, as the case may be)IAC’s written consent. Notwithstanding any other provision of this Article IISection 1.2, if the managing underwriter or underwriters advise Match in writing that marketing factors require a limitation on the number of a proposed underwritten offering with respect shares to which Holders of Registrable Securities have exercised their piggyback registration rights advise be underwritten, the Board of Directors of underwriters may (subject to the Company that in its or their opinion limitations set forth below) limit the number of Registrable Securities requested to be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds underwriting. Match shall so advise IAC, and the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other shares of securities that are entitled to be included in such underwritten offering the registration and underwriting shall be allocated, allocated as follows: (ai) first, in the event such offering was initiated by the Company to Match for securities being sold for its own account, up to the total number of securities that the Company has requested to be included in such registration, and (bii) second, to IAC; and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (ciii) third, and only if all the securities referred to in clause (b) have been included, up to the total number any other holders of securities that the Holders have Match securities. If a person who has requested to be included inclusion in such offering, together with the total number of securities that the Other Holders have requested registration as provided above does not agree to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall be excluded therefrom by written notice to from Match or the Company and the managing underwriter or underwritersunderwriter. Any The securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration.

Underwriting. The If the registration statement under which Parent gives notice under Section 12.1(a) is for an underwritten public offering, Parent shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 1.6 or this Article II 12.1 shall be conditioned upon such Holder’s 's participation in such the underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement and selling shareholder documents in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Parent. Notwithstanding any other provision of this Article IISection 12.1, if the managing underwriter or underwriters determines in good faith that marketing factors require a limitation of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to Parent; second, to those holders of Parent registration rights existing prior to the date of this Agreement, to the extent priority over any subsequent holders of registration rights is expressly provided for in such pre-existing rights, otherwise pro rata with the Holders; third, to the Holders on a pro rata basis based on the total Registrable Securities requested held by the Holders; and fourth, to any shareholder of Parent (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by Parent for its own account to be included in the offering thereby registration and underwriting. If the underwriter so determines in good faith, any or all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to may be included excluded from any underwriting in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together accordance with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. 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 managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationthis Section 12.1(b).

Underwriting. (a) The right distribution of any Holder the Registrable Securities covered by a registration statement referred to in Section 2.1 shall be effected by means of the method of distribution reasonably selected by the stockholder participants holding a majority in interest of the Priority Securities that have been properly elected to be included in the relevant registration (the “Majority in Interest”). Subject to the foregoing, the Majority in Interest may also change the resale distribution method from time to time (subject to amendment of the registration statement at the expense of the relevant stockholder participants as required to describe such changes). (b) Any resale distribution of securities (including Registrable Securities) covered by a registration statement filed pursuant to Section 1.6 or this Article II 2.2 above shall be conditioned upon such Holder’s participation in such underwriting effected by means of the method of distribution and timing reasonably selected by the inclusion Holders. (c) If a distribution is effected by means of Registrable Securities in an underwriting, the underwriting to the extent provided herein. Each Holder Company (together with all Holders proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) shall enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the a managing underwriter of regional or national recognized standing selected for such underwriting by a Majority in Interest (in the Company case of a registration pursuant to Section 2.1) or by the stockholders Holders (in the case of the Company who have the right a registration pursuant to select the underwriters (such underwriting agreement to be Section 2.2), and in a customary form negotiated each case approved by the Company or (such stockholders, as the case may beconsent not to be unreasonably withheld). . (d) Notwithstanding any other provision of this Article II2, with respect to a distribution of securities covered by a registration statement filed pursuant to either Section 2.1 or Section 2.2, if the managing underwriter or underwriters determines that marketing factors require a limitation of a proposed underwritten offering with respect the number of shares to which be underwritten, the Company shall so advise all Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion Securities, and the number of shares of Registrable Securities requested to be included in the offering thereby underwriting shall be allocated (i) first, among the holders of Priority Securities, pro rata according to the number of Priority Securities that have been properly elected to be included in the relevant registration, and all (ii) second, in the event that the number of shares that the managing underwriter believes may be underwritten has not been reached pursuant to (i), pro rata according to the number of other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities offered to be included in such underwritten offering shall be allocated, underwriting. (ae) first, in In the event such offering was initiated by that, as a result of the Company for its own account“cutback” provisions of Section 2.3(d), up the Investor making a request pursuant to Section 2.1 is unable to register more than 66 2/3rds% of the total number of securities that Registrable Securities which the Company Investor has properly requested to be included registered in accordance with the provisions of this Agreement (such limited registration, (b) seconda “Limited Registration”), and only if than the requesting Holder shall not be deemed to have made a request pursuant to Section 2.1 and, notwithstanding the effectiveness of the applicable registration, shall preserve its right to make a request pursuant to Section 2.1 in the future, subject in all the securities referred to in clause (a) have been included, up cases to the total number provisions of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, this Agreement. (cf) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and Company, the managing underwriter or underwritersand the other Holders, and the applicable registration shall be deemed to be a Failed Registration (and the Investor shall retain its demand rights) for purposes of Section 2.1(b) hereof. Any securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration.

Underwriting. The If reasonably required to maintain an orderly market in the Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of an underwriting, they shall so advise the Company as part of their demand made pursuant to this Section 2.2, including the identity of the managing underwriter, and the Company shall include such information in the written notice referred to in Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder The Company shall, together with all holders of capital stock of the Company proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) , enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders a majority-in-interest of the Company who have Initiating Holders and reasonably satisfactory to the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.2, if the managing underwriter or underwriters shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of a proposed underwritten offering with respect the number of shares to which be underwritten, then the Company shall so advise all Holders of Registrable Securities that have exercised their piggyback registration rights advise the Board of Directors of the Company that requested to participate in its or their opinion such offering, and the number of shares of Registrable Securities requested to that may be included in the offering thereby registration and all other securities proposed underwriting shall be allocated pro rata among such Holders thereof in proportion, as nearly as practicable, to be sold in the offering exceeds the number which can be sold in such underwritten offering in light amounts of market conditions, the Registrable Securities and held by such other securities to be included in such underwritten offering Holders at the time of filing the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriter or underwritersInitiating Holders. Any securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registrationregistration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.

Underwriting. The (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the right of any Holder to registration pursuant to Section 1.6 or this Article II subsection 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders shareholders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters Company. (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be). ii) Notwithstanding any other provision of this Article IIsubsection 1.2, if the underwriter managing such public offering determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or underwriters of a proposed underwritten offering with respect to which may exclude Registrable Securities entirely from such registration and underwriting. The Company shall so advise all Holders of Registrable Securities have exercised their piggyback which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration rights advise and underwriting shall be allocated among Holders requesting registration in proportion, as nearly as practicable, to the Board respective amounts of Directors Registrable Securities held by each of such Holders as of the Company date of the notice pursuant to subsection 1.2(a)(i) above; provided that in its or their opinion the number of shares of Registrable Securities requested to be included in the offering thereby and all other securities proposed to such underwriting shall not be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all reduced unless the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that being sold by shareholders other than the Holders have requested to be included in such offering, together with are excluded from the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectUnderwriting on a proportional basis. If any Holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The If the registration statement of which the Company gives notice under Section 3.2(a) is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 1.6 or this Article II 3.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) shall enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)underwriting. Notwithstanding any other provision of this Article IIAgreement, if the managing underwriter or underwriters of determines in good faith that marketing factors require a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors limitation of the Company number of shares to be underwritten, the number of shares that may be included in its or their opinion 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 requested held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, except that 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 securities included in such registration, unless such offering thereby is the first underwritten public offering of the Company's securities and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any other securities selling stockholder be included in such registration which 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 exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. 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 managing underwriter or underwritersunderwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.1(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingOther Selling Stockholders) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.1, if the managing underwriter or underwriters advise the Company in writing that marketing factors require a limitation on the number of a proposed underwritten offering with respect shares to which Holders of be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its from, or their opinion limit the number of Registrable Securities requested to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated, as follows: (ai) first, in the event such offering was initiated by to the Company for securities being sold for its own account, up to the total number of securities that the Company has requested to be included in such registration, (bii) second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion and only if all (iii) third, to the securities Other Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, assuming conversion provided, however, that the right of the underwriters to exclude Registrable Securities from the registration and underwriting as described above shall be restricted so that the number of Registrable Securities included in any such registration is not reduced below (A) twenty five percent (25%) of the shares included in the first registration initiated by the Company following the Company’s Initial Public Offering or (B) fifty percent (50%) of the shares included in any registration initiated by the Company after the registration referred to in clause (a) have been includedA). Notwithstanding the foregoing, up in a registration relating to the total number of securities that the holders under the Existing Registration Rights Agreement have Company’s Initial Public Offering, all Registrable Securities may be excluded. If a person who has requested to be included inclusion in such offering, (c) third, and only if all the securities referred registration as provided above does not agree to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter underwriter. The Registrable Securities or underwritersother securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 2.1(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion on a pro rata basis, in the manner set forth above.

Underwriting. The If reasonably required to maintain an orderly market in the Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of an underwriting, they shall so advise the Company as part of their demand made pursuant to this Section 2.2, including the identity of the managing underwriter; and the Company shall include such information in the written notice referred to in Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder The Company shall, together with all holders of capital stock of the Company proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) , enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company Company, which underwriter or by the stockholders underwriters shall be reasonably acceptable to a majority-in-interest of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Initiating Holders. Notwithstanding any other provision of this Article IISection 2.2, if the managing underwriter or underwriters shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of a proposed the number of shares to be underwritten offering with respect (including Registrable Securities) (the “Underwriters’ Maximum Number”), then the Company will be obligated and required to which Holders include in such registration that number of Registrable Securities have exercised their piggyback registration rights advise requested by all Holders to be included in such registration, which does not exceed the Board Underwriters’ Maximum Number, and such number of Directors Registrable Securities shall be allocated pro rata among the Holders of such Registrable Securities on the Company that in its or their opinion basis of the number of Registrable Securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in therein by each such underwritten offering in light of market conditions, the Holder. No Registrable Securities and such other securities to be included in such underwritten offering excluded from the underwriting by reason of the underwriter’s marketing limitation shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriter or underwritersInitiating Holders. Any securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.2, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board Company in writing that marketing factors require a limitation on the number of Directors of shares to be underwritten, the Company that in its or their opinion underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities requested to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated, as follows: (ai) first, in the event such offering was initiated by to the Company for securities being sold for its own account, up and (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below twenty five percent (25%) of the total number value of securities that the Company has requested to be included in such registration, unless such offering is the Initial Public Offering and such registration does not include shares of any other selling stockholders (b) secondexcluding shares registered for the account of the Company), and only if in which event any or all of the securities referred to in clause (a) have been included, up to the total number Registrable Securities of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to may be included in such offeringexcluded. For the avoidance of doubt, together with the total number of securities that the Other Holders have requested to no Registrable Securities held by any Holder will be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, excluded from any registration unless all other securities proposed to be included held by any other stockholder of the Company are first entirely excluded from such registration. If a Person who has requested inclusion in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of registration as provided above does not agree to the terms of any such underwriting, such Holder may elect to withdraw Person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter underwriter. The Registrable Securities or underwritersother securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.2(b), the Company shall then offer to all Persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the Persons requesting additional inclusion, in the order set forth above.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.2, if the managing underwriter or underwriters advise the Company in writing that marketing factors require a limitation on the number of a proposed underwritten offering with respect shares to which Holders of be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its from, or their opinion limit the number of Registrable Securities requested to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated, as follows: (ai) first, in the event such offering was initiated by to the Company for securities being sold for its own account, up to the total number of securities that the Company has requested to be included in such registration, (bii) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested Holders requesting to be included include Registrable Securities in such offeringregistration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion and (ciii) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested stockholders requesting to be included include Other Shares in such offeringregistration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, together with the total number of securities that the Other Holders have assuming conversion. If a person who has requested to be included inclusion in such offering pursuant registration as provided above does not agree to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter underwriter. The Registrable Securities or underwritersother securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 2.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth above.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 4(a)(i). In such event the right of any Holder to registration pursuant to this Section 1.6 or this Article II 4 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities such Holder's shares of the Common Stock in the underwriting to the extent provided hereinherein and shall be further conditioned upon the Company receiving requests to include in the underwriting shares of the Common Stock having a Market Value as of the fifteenth day following mailing of the Company's notice of not less than $500,000. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders officers and directors of the Company and Other Stockholders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 4, if the managing underwriter or underwriters of determines that marketing factors require a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion limitation on the number of Registrable Securities requested shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of shares of the Common Stock to be included in the offering thereby registration and underwriting by all other securities proposed Holders, officers and directors of the Company and Other Stockholders requesting registration. The Company shall advise all holders of shares of the Common Stock requesting registration of the limitation on the number of shares to be sold in the offering exceeds underwritten, and the number which can be sold in such underwritten offering in light of market conditions, shares of the Registrable Securities and such other securities Common Stock that are entitled to be included in such underwritten offering the registration and underwriting shall be allocated, (a) first, allocated in the event such offering was initiated following manner: the number of shares to be included in the registration and underwriting by the Company for its own accountshall not be reduced and any remaining shares shall be allocated among all such Holders, up officers and directors of the Company and Other Stockholders in proportion, as nearly as practicable, to the total number respective amounts of shares of the Common Stock or other securities that the Company has which they had requested to be included in such registration, (b) second, and only if all registration at the securities referred to in clause (a) have been included, up to time of filing the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectregistration statement. If any Holder of shares of the Common Stock or any officer, director of Other Stockholder disapproves of the terms of any such underwriting, such Holder that person may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter. Any securities shares of the Common Stock excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.1(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing of securities of the Company proposing to distribute their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.1, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board Company in writing that marketing factors require a limitation on the number of Directors of shares to be underwritten, the Company that in its or their opinion underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities requested to be included in the offering thereby registration and underwriting. The Company shall so advise all other holders of securities proposed to be sold in the offering exceeds requesting registration, and the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other shares of securities that are entitled to be included in such underwritten offering the registration and underwriting shall be allocated, as follows: (ai) first, in the event such offering was initiated by to the Company for securities being sold for its own account, up to the total number of securities that the Company has requested to be included in such registration, (bii) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested Holders requesting to be included include Registrable Securities in such offeringregistration statement based on the pro rata percentage of Registrable Securities held by such Holders, (ciii) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested other selling stockholders requesting to be included include other shares in such offering, together with registration statement based on the total number pro rata percentage of securities that the Other Holders have other shares held by such other selling stockholders. If a person who has requested to be included inclusion in such offering pursuant registration as provided above does not agree to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter or underwritersunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 2.1(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in the manner set forth above.

Underwriting. The In the event that a registration pursuant to Section 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.5(a)(i). In such event, the right of any Holder to registration pursuant to Section 1.6 or this Article II 2.5 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 2.5, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting The Company shall (together with the Company and the other holders distributing all Holders proposing to distribute their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company or by the stockholders Company, but subject to reasonable approval of a majority in interest of the Company who have the right to select the underwriters Initiating Holders (such underwriting agreement based on Registrable Securities requested to be included in a customary form negotiated by the Company or such stockholders, as the case may beregistration). Notwithstanding any other provision of this Article IISection 2.5, if the managing underwriter or underwriters advises the Initiating Holders in writing that marketing factors require a limitation of a proposed underwritten offering with respect the number of shares to which Holders be underwritten, then the Company shall so advise all holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion and the number of shares of Registrable Securities requested to that may be included in the offering thereby registration and underwriting shall be allocated, among all other securities proposed Holders in proportion, as nearly as practicable, to be sold in the offering exceeds respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement; provided, however, that the number which can be sold in such underwritten offering in light of market conditions, the shares of Registrable Securities and such other securities to be included in such underwritten offering underwriting and registration shall not be allocated, (a) first, in the event such offering was initiated by reduced unless all other securities of the Company for its own account, up to are first entirely excluded from the total number underwriting and registration. No Registrable Securities excluded from the underwriting by reason of securities that the Company has requested to underwriter’s marketing limitation shall be included in such registration, (b) second, and only if all . To facilitate the securities referred to allocation of shares in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together accordance with the total number of securities that above provisions, the Other Holders have requested to be included in such offering pursuant to Company or the Other Agreement (in each case, pro rata based upon underwriters may round the number of securities that each of them shall have requested shares allocated to be included in such offering) and (d) fourth, and only if all any Holder to the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company and Company, the managing underwriter or underwritersand the Initiating Holders. Any The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. The If a registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any Holder such Holder's Registrable Securities to be included in a registration pursuant to this Section 1.6 or this Article II 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)underwriting. Notwithstanding any other provision of this Article IIAgreement, if the managing underwriter or underwriters determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, FIRST, to the Company, and SECOND, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a proposed underwritten offering with respect to which Holders pro rata basis based on the total number of Registrable Securities have exercised their piggyback registration rights advise then held by each such Holder; PROVIDED, HOWEVER, that the Board of Directors right of the Company underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that in its or their opinion (i) the number of Registrable Securities requested to be included in any such registration is not reduced below twenty-five (25%) of the shares included in the registration, except for a registration relating to the Company's intital public offering thereby from which all Registrable Securities may be excluded, (ii) if the registration and all the underwriting are in connection with the Company's initial public offering, no party shall sell shares in such initial public offering other securities proposed to than the Company or the Holder(s), if any, invoking a demand registration under Section 2.2 above and (iii) no shareholder of the Company shall be sold in the offering exceeds granted registration rights under this Section 2.3 if inclusion of such shares would reduce the number which can be sold in such underwritten offering in light of market conditions, the shares of Registrable Securities and such other securities of the Holders to be included in such underwritten offering shall be allocated, registration without the consent of the Holders of fifty-percent (a50%) first, in of the event such offering was initiated Registrable Securities then held by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectHolders. 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 managing underwriter or underwritersunderwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such registrationHolder, 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 "Holder", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder", as defined in this sentence.

Underwriting. The If the Initiating Investors intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to Section 2.4 and the Company shall include such information in the written notice to the other Investors referred to in Section 2.4(a)(i). If the Initiating Investors choose to use an underwriter, the right of any Holder Investor to registration pursuant to Section 1.6 or this Article II 2.4 shall be conditioned upon such Holderthe Investor’s participation in such underwriting and the inclusion of the Investor’s Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting shall The Company (together with the Company Investors and the other holders distributing parties proposing to distribute their securities through such underwriting) shall enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter representative(s) of the underwriter(s) (collectively, the “Underwriter’s Representative”) selected for such underwriting by the Company or by the stockholders a majority of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Investors. Notwithstanding any other provision of this Article IISection 2.4, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders Underwriter’s Representative notifies in writing the Company, the Initiating Investors and other holders of Registrable Securities have exercised their piggyback registration rights advise participating in the Board underwriting that it has determined in good faith that market factors require a limitation of Directors of the Company that in its or their opinion the number of shares to be underwritten, the Underwriter’s Representative may limit the number of shares of Registrable Securities requested to be included in the offering thereby Registration and underwriting. The Company shall so advise all other holders of securities proposed to be sold in the offering exceeds requesting registration, and the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other shares of securities that are entitled to be included in such underwritten offering the Registration and underwriting shall be allocated, as follows: (ai) first, among all Investors requesting to include Registrable Securities in such registration statement based on the event pro rata percentage of Registrable Securities held by such offering was initiated by Investors, assuming conversion; (ii) second, to other stockholders of the Company who may have registration rights; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, up to or for the total account of other holders or employees of the Company. The number of securities that to be included by the Company has requested Investors or any other holders of Registrable Securities may, in the discretion of the underwriters, be rounded to the nearest one hundred (100) shares. No securities excluded from the underwriting by reason of the underwriter’s market limitation shall be included in such registrationRegistration, (b) second, and only if all provided that any excluded Registrable Securities held by the securities referred to in clause (a) have been included, up Investors shall be sold to the total number of securities that underwriters pursuant to the underwriters’ over-allotment option before any Registrable Securities held by holders under other than the Existing Registration Rights Agreement have requested to be included Investors are sold in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have . If a person who has requested to be included inclusion in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder Registration disapproves of the terms of any such underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersUnderwriter’s Representative. Any The Registrable Securities and/or other securities excluded or withdrawn from held by such underwriting Investor and proposed to be sold in such offering shall be withdrawn from Registration; provided, however, that, if by the withdrawal of such registrationRegistrable Securities, a greater number of Registrable Securities held by other holders participating in the underwriting may be included in such Registration (up to the maximum of any limitation imposed by the Underwriter’s Representative), then the Company shall offer to all Investors who have retained the right to include securities in the Registration the right to include additional securities in the Registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the Investors requesting additional inclusion in the manner set forth above.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 6(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s its obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the stockholders of the Company holders who have the right to select the underwriters (demanded such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may beregistration). Notwithstanding any other provision of this Article IISection 6, if the managing underwriter or underwriters provides written notice to the Holders that it has determined that the inclusion of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors all of the Company that in its or their opinion the number of Registrable Securities shares requested to be included in the offering thereby and all other securities proposed would adversely effect the price at which the shares can be sold, the managing underwriter shall include in the offering the maximum number of shares that may be included in the offering without such adverse effect as follows (i) first, the shares requested to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to or the total number holder of securities that initiating the Company has registration, (ii) second, the shares requested to be included in such registration, (b) secondthe offering by the Holders pro rata based on the number of Registrable Securities held, and only if all the securities referred to in clause (aiii) have been includedthird, up to the total number of securities that the holders under the Existing Registration Rights Agreement have any other shares requested to be included included. To facilitate the allocation of shares in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together accordance with the total number of securities that above provisions, the Other Holders have requested to be included in such offering pursuant to Company or the Other Agreement (in each case, pro rata based upon underwriters may round the number of securities that each of them shall have requested shares allocated to be included in such offering) and (d) fourth, and only if all any Holder or other holder to the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectnearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to subsection 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a)(i). In such event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to registration pursuant to Section 1.6 or this Article II subsection 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting The Company shall (together with the Company and the other holders distributing all Holders proposing to distribute their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)underwriters. Notwithstanding any other provision of this Article IIsubsection 1.2, if the managing underwriter or underwriters advises the Initiating Holders in writing that marketing factors require a limitation of a proposed underwritten offering with respect the number of shares to which be underwritten, the Initiating Holders shall so advise all Holders participating in the registration, and the number of shares of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to may be included in the offering thereby registration and underwriting shall be allocated among all other securities proposed such Holders thereof in proportion, as nearly as practicable, to be sold in the offering exceeds the number which can be sold in such underwritten offering in light respective amounts of market conditions, the Registrable Securities and held by such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectHolders. If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriter or underwritersInitiating Holders. Any securities Registrable Securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The right If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of any Holder to registration an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 1.6 or this Article II shall be conditioned upon such Holder’s participation in such underwriting and the 2(a)(i). If Other Stockholders request inclusion of Registrable Securities their securities in the underwriting, the Holders shall offer to include the securities of such Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares are to be included in such registration and the extent provided herein. Each Holder proposing to distribute its securities through such underwriting Company shall (together with the Company and the other holders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by Initiating Holders and reasonably acceptable to the stockholders of the Company who have the right to select the underwriters (Company; provided, however, that such underwriting agreement to be in a customary form negotiated by shall not provide for indemnification or contribution obligations on the Company or such stockholders, as part of the case may beHolders materially greater than the obligations of the Holders under Section (f)(ii). Notwithstanding any other provision of this Article IISection 2(a), if the managing underwriter or underwriters representative advises the Holders in writing that marketing factors require a limitation on the number of a proposed underwritten offering with respect shares to which Holders of Registrable Securities have exercised their piggyback registration rights advise be underwritten, the Board of Directors securities of the Company that in its or their opinion held by Other Stockholders shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of Registrable Securities requested to be shares included in the offering thereby and all registration by each Holder shall be reduced on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities proposed to be sold in excluded from the offering exceeds underwriting by reason of the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriter's marketing limitation shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such Holder Person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriter or underwritersInitiating Holders. Any The securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company and officers and directors of the Company may include its or their securities for its or their own account in such registrationregistration if the representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. The If the Holder(s) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting such registration to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting The Company shall (together with the Company all Holders and the other holders distributing persons proposing to distribute their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders such Holders that hold a majority in interest of the Company who have the right to select the underwriters (such underwriting agreement Registrable Securities to be registered in a customary form negotiated by such registration, which underwriters are reasonably acceptable to the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.2, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board Initiating Holders in writing that marketing factors require a limitation on the number of Directors of the Company that in its or their opinion shares to be underwritten, the number of Registrable Securities requested to and other Shares that may be so included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, allocated as follows: (ai) first, among all Holders requesting to include Registrable Securities in such registration statement based on the event pro rata percentage of Registrable Securities held by such offering was initiated by Holders; (ii) second, to the Company Company, for its own account, up ; and (iii) to the total number of securities that the Company other selling stockholders holding other Shares. If a person who has requested to be included inclusion in such registration, (b) second, and only if all the securities referred registration as provided above does not agree to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall be excluded therefrom by written notice to from the Company and Company, the managing underwriter underwriter, or underwritersthe Holder(s). The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If Shares are so withdrawn from the registration and if the number of Shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.2(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. The right of any Holder to registration If the Company undertakes a registered public offering involving an underwriting pursuant to Section 1.6 or this Article II the Shelf Registration, the Company shall be conditioned upon so advise the Holders. In such Holder’s participation event, such Holder shall participate in such underwriting and the inclusion of include such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.1, if the managing underwriter underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters or underwriters of a proposed underwritten offering with respect the Company may (subject to which Holders of the limitations set forth below) exclude all Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its from, or their opinion limit the number of Registrable Securities requested to be included in, the registration and underwriting. The Company shall so advise all Holders, and the number of shares of securities that are entitled to be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated, as follows: (ai) first, in the event such offering was initiated by to the Company for securities being sold for its own account, up to the total number of securities that the Company has requested to be included in such registration, (bii) second, and only if all to other holders of securities of the securities referred to in clause (a) have been included, up Company with registration rights senior to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offeringHolders, and (ciii) third, and only if all the securities referred to in clause (b) have been included, up to the total number Holders requesting to include Registrable Securities in such registration statement and to other holders of securities that of the Holders have requested to be included in such offeringCompany with pari passu registration rights, together with based on the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number percentage of securities that each of them shall have requested to be included in Registrable Securities held by such offering) Holders and (d) fourthsuch other holders, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectassuming conversion. If any a Holder disapproves of does not agree to the terms of any such underwriting, such Holder may elect to withdraw person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter underwriter. The Registrable Securities or underwritersother securities so excluded may also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall may be withdrawn from such registration.

Underwriting. The If First Reserve intends to distribute the Registrable Securities covered by its request by means of an underwritten offering, then it shall so advise the Company as a part of the Demand Notice, and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include his Registrable Securities in such registration pursuant to the rights set forth in Section 1.6 or this Article II 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent (unless otherwise mutually agreed by First Reserve and such Holder) as provided herein. Each Holder The Company and all Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)First Reserve. Notwithstanding any other provision of this Article IISection 2.2 or Section 2.3, if the Board determines, after having consulted with the managing underwriter or underwriters underwriter(s), determines in good faith that the Company should impose a limitation of a proposed underwritten offering with respect the number of securities to which be underwritten, the Company shall so advise all Holders of Registrable Securities have exercised their piggyback registration rights advise that would otherwise be registered and underwritten pursuant hereto, and the Board of Directors Company may exclude shares of the Company that in its or their opinion Registrable Securities as necessary from the registration and the underwriting, with the number of Registrable Securities requested shares to be included in the offering thereby registration and all other securities proposed to be sold the underwriting allocated in the offering exceeds following manner: first to First Reserve; second to the number which can be sold Company; and third to each of the other Holders requesting inclusion of their Registrable Securities in such underwritten offering in light of market conditionsregistration statement pursuant to Section 2.3, the Registrable Securities and among such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to Holders on a pro rata basis based on the total number of securities that Registrable Securities then held by each such other Holder. No other Registrable Securities may be included in the Registration Statement (other than by the Company has or by the Holders pursuant to Section 2.3) without First Reserve's consent. If, as a result of any reduction or limitation at the request of an underwriter, a registration effected pursuant to this Section 2.2 does not include at least 80% of the Registrable Securities that First Reserve requested to be registered in the Demand Notice, such registration shall not constitute a demand for purposes of Section 2.2(d). For any Holder that is a partnership, the Holder and the partners and retired partners (if any) of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such registration"Holder, (b) second, and only if all the securities referred to " as defined in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. 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 managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationthis sentence.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.2, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board Company in writing that marketing factors require a limitation on the number of Directors of shares to be underwritten, the Company that in its or their opinion underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities requested to be included in, the registration and underwriting; provided that the number of shares of Registrable Securities that are entitled to be included in such registration shall not be reduced to less than twenty percent (20%) of the total number of securities included in such registration unless such registration is the Company’s Initial Public Offering, in which case all Registrable Securities may be excluded from such registration. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated, as follows: (ai) first, in the event such offering was initiated by to the Company for securities being sold for its own account, up to the total number of securities that the Company has requested to be included in such registration, (bii) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested Holders requesting to be included include Registrable Securities in such offeringregistration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion and (ciii) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (Selling Shareholders requesting to include Other Shares in each case, such registration statement based on the pro rata based upon the number percentage of securities that each of them shall have Other Shares held by such Other Selling Shareholders, assuming conversion. If a person who has requested to be included inclusion in such offering) and (d) fourth, and only if all the securities referred registration as provided above does not agree to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter underwriter. The Registrable Securities or underwriters. Any other securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration.

Underwriting. The If a Registration Statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, then the Company shall so advise Eligible Holders. In such event, the right of any Holder Eligible Holders to registration include Registrable Securities in a Registration pursuant to this Section 1.6 or this Article II 2.3 shall be conditioned upon such the Eligible Holder’s 's participation in such underwriting and the inclusion of Eligible Holder's Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing to distribute its securities through Selling Shareholder shall, in such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) event, enter into and perform such Holder’s obligations under an underwriting agreement in customary form in connection with registrable secondary offerings with the managing underwriter or underwriter(s) selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)underwriting. Notwithstanding any other provision of this Article IIAgreement, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of underwriter(s) advise(s) the Company and the Selling Shareholders in writing that in its or their opinion the number of Registrable Securities securities requested to be Registered exceeds the Maximum Number, then the Company shall so advise the Selling Shareholders and include such Maximum Number in the Registration. The number of shares that may be included in the offering thereby Registration and the underwriting shall be allocated, first, to the Company, and second, to all Selling Shareholders, based on the relative proportion of shares of all such Selling Shareholders, and third, if any, to other securityholders of the Company who have requested that their securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event Registration Statement and who hold contractual registration rights with respect to such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectsecurities. If any Holder Selling Shareholder who has elected to participate in the underwritten offering disapproves of the terms of any such underwriting, such Holder Selling Shareholder may elect to withdraw therefrom by promptly providing written notice to the Company and the managing underwriter or underwritersunderwriter, at any time prior to the sale thereof (or, if applicable, the entry into a binding agreement for such sale). Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registrationthe Registration.

Underwriting. The If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 1.6 or this Article II 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IIthe Agreement, if the managing underwriter or underwriters determines in good faith that marketing factors require a limitation of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested shares to be underwritten, the number of shares that may be included in the offering thereby underwriting shall be allocated, first, to the Company and all to the Holders on a pro rata basis based on the number of securities the Company and the Holders seek to include in such registration and second, to any other securities shareholder of the Company (other than a Holder) on a pro rata basis. In no event will shares of any shareholder of the Company (other than a Holder) be included in such registration which 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 exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. 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 managing underwriter or underwritersunderwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such registrationHolder, 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 "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.

Underwriting. The If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.6(a)(i). In such event the right of any Holder to registration pursuant to Section 1.6 or this Article II 3.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 3.6, if the managing underwriter or underwriters determines that marketing factors require a limitation of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested shares to be included in underwritten, the offering thereby managing underwriter and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, Company may reduce the Registrable Securities and such other securities to be included in such underwritten offering registration to the extent the underwriters deem necessary. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all the Holders in proportion, (a) firstas nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement; provided, however, that the Registrable Securities to be included by the -------- ------- participating Holders in the event such offering was initiated by the Company for its own account, up aggregate shall not be reduced to less than twenty- five percent (25%) of the total number of securities that the Company has requested shares to be included registered in such registration; provided further, (b) secondhowever, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under foregoing provision regarding ---------------- ------- the Existing Registration Rights Agreement have requested to be included twenty-five percent (25%) limitation shall not apply in such the event of the Company's initial public offering, (c) third, and only if all . To facilitate the securities referred to allocation of shares in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together accordance with the total number of securities that above provisions, the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon Company may round the number of securities that each of them shall have requested shares allocated to be included in such offering) and (d) fourth, and only if all any Holder or holder to the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectnearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter. Any 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 (180) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 1.6 or this Article II 2.1 shall be conditioned upon such Holder’s participation in an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of Registrable Securities in the underwriting to Company’s and such person’s other securities of the extent provided hereinCompany and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). Each Holder proposing to distribute its securities through such underwriting The Company shall (together with the Company all Holders and the other holders distributing persons proposing to distribute their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders Company, which underwriters are reasonably acceptable to a majority-in-interest of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Initiating Holders. Notwithstanding any other provision of this Article IISection 2.1, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board Initiating Holders in writing that marketing factors require a limitation on the number of Directors of the Company that in its or their opinion shares to be underwritten, the number of Registrable Securities requested to and Other Shares that may be so included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, allocated as follows: (ai) first, among all Holders requesting to include Registrable Securities in such registration statement based on the event pro rata percentage of Registrable Securities held by such offering was initiated by Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, up to or for the total number account of securities that other holders or employees of the Company Company. If a person who has requested to be included inclusion in such registration, (b) second, and only if all the securities referred registration as provided above does not agree to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall be excluded therefrom by written notice to from the Company and Company, the managing underwriter or underwritersthe Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. The If the registration of which the Company gives notice is for a registered Public Offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 2(b)(i)(1). In such event, the right of any Holder each of the Holders to registration pursuant to this Section 1.6 or this Article II 2(b) shall be conditioned upon such Holder’s Holders' participation in such underwriting and the inclusion of such Holders' Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing The Holders whose shares are to distribute its securities through be included in such underwriting registration shall (together with the Company and the other holders Other Stockholders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2(b), if the managing underwriter or underwriters representative determines that marketing factors require a limitation on the number of a proposed underwritten offering with respect shares to which Holders of Registrable Securities have exercised their piggyback registration rights advise be underwritten, the Board of Directors of representative may (subject to the Company that in its or their opinion allocation priority set forth below) limit the number of Registrable Securities requested to be included in the offering thereby registration and underwriting. The Company shall so advise all other holders of securities proposed to be sold in the offering exceeds requesting registration, and the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other shares of securities that are entitled to be included in such underwritten offering the registration and underwriting shall be allocated, (a) first, allocated in the event such offering was initiated by following manner: The securities of the Company for its own accountheld by officers, up directors and Other Stockholders of the Company (other than Registrable Securities and other than securities held by holders who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the total extent required by such limitation, and, if a limitation on the number of securities shares is still required, the number of shares that the Company has requested to may be included in such registration, (b) second, the registration and only if all the securities referred to in clause (a) have been included, up to the total number underwriting by each of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to and Demanding Holders shall be included in such offeringreduced, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, on a pro rata basis (based upon on the number of securities that each shares held by such Holder), by such minimum number of them shall have requested shares as is necessary to be included in comply with such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectlimitation. If any Holder of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The If the Demand Initiating Sponsor Holders that initiated the applicable Demand Registration intend to distribute the Registrable Securities covered by their demand by means of an underwritten offering, they shall so advise the Company as part of their demand made pursuant to this Section 2.4, and the Company shall include such information in the written notice referred to in Section 2.4(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 2.4 shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten offering to the extent provided herein. Each Holder The Company shall, together with all participating Holders and participating Third Party Holders of Registrable Securities of the Company (if any) proposing (and permitted) to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) underwritten offering, enter into and perform such Holder’s obligations under an underwriting agreement in customary form (containing such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type) with the managing underwriter or underwriters selected for by the Demand Initiating Sponsor Holders that initiated the applicable Demand Registration. The Demand Participating Sponsor Holders shall cooperate with the Company in the negotiation of such underwriting by agreement and shall give consideration to the Company or by the stockholders reasonable suggestions of the Company who have regarding the right to select the underwriters (such form thereof. Such underwriting agreement to be in a customary form negotiated by shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Holders and Third Party Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Holder or Third Party Holder shall be entitled to participate in such stockholdersunderwritten offering unless such Holder or Third Party Holder, as the case may be), completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreement. All reasonable out-of-pocket costs and expenses incurred by the Demand Initiating Sponsor Holders that initiated the applicable Demand Registration in connection with such underwritten offering (to the extent not paid or reimbursed by Company) shall be borne on a pro rata basis in accordance with the number of Registrable Securities being sold by each of the Holders, Third Party Holders and/or the Company in such underwritten offering. Notwithstanding any other provision of this Article IISection 2.4, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of the Registrable Securities have exercised their piggyback registration rights included in a Demand Registration shall advise the Board of Directors of Company and the Company Demand Initiating Sponsor Holders that in its or their opinion initiated the applicable Demand Registration that the number of Registrable Securities securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering such Demand Registration exceeds the number which can be sold in such underwritten offering in light without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market conditionsfor the securities offered, then the Company shall so advise all Holders and Third Party Holders of Registrable Securities that have requested to participate in such Demand Registration (other than the Demand Initiating Sponsor Holders that initiated the applicable Demand Registration), and such other securities to the number of shares of Registrable Securities that may be included in such underwritten offering shall be allocated, Demand Registration (a1) first, shall be allocated pro rata among the Demand Participating Sponsor Holders, Management Holders and the Temasek Holders that have requested to participate in such Demand Registration based on the event such offering was initiated by the Company for its own account, up to the total relative number of Registrable Securities then held by each such Demand Participating Sponsor Holder, Management Holder and Temasek Holder (provided, that any securities thereby allocated to such a Demand Participating Sponsor Holder, Management Holder or Temasek Holder that exceed such Holder’s request shall be reallocated among the Company has requested to be included remaining requesting Demand Participating Sponsor Holders, Management Holders and the Temasek Holders in such registrationlike manner), (b2) second, and only if all the securities referred to in clause (a1) have been includedincluded in such Demand Registration, up to pro rata among the total number of securities other Holders that the holders under the Existing Registration Rights Agreement have requested to be included participate in such offeringDemand Registration based on the relative number of Registrable Securities then held by each such Holder (provided, that any securities thereby allocated to such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (c3) third, and only if all of the securities referred to in clause (b2) have been includedincluded in such Demand Registration, up to the total number of securities that the Holders have requested Company proposes to be included include in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering Demand Registration that, in the opinion of the managing underwriter or underwriters underwriters, can be sold without having such adverse effect and (4) fourth, and only if all of the securities referred to in clause (3) have been included in such Demand Registration, any other securities eligible for inclusion in such Demand Registration (including those of any Third Party Holder) that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect; provided, that notwithstanding the foregoing, the shares of Registrable Securities that may be included in such Demand Registration shall be subject to the Priority Sell-Down. If any Holder disapproves No Registrable Securities excluded from the underwritten offering by reason of the terms managing underwriter’s or underwriters’ marketing limitation shall be included in such Demand Registration. Notwithstanding the delivery of any such underwritingnotice of a Demand Registration, such Holder may elect all determinations as to withdraw therefrom by written notice whether to complete any Demand Registration and as to the Company timing, manner, price and the managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting other terms and conditions of any Demand Registration shall be withdrawn from at the sole discretion of the Demand Initiating Sponsor Holders that initiated the applicable Demand Registration. Each of the Holders agrees to reasonably cooperate with each of the other Holders to establish notice, delivery and documentation procedures and measures to facilitate such registrationother Holder’s participation in future potential Demand Registrations pursuant this Section 2.4.

Underwriting. (a) The resale distribution of the Registrable Securities covered by the registration statements referred to in Section 2.1 and 2.2 above shall be effected by means of the method of distribution selected by the Holders holding a majority in interest of the Registrable Securities. The Holders holding a majority in interest of the Registrable Securities may also change the resale distribution method from time to time (subject to amendment of the registration statement at the expense of the Holders as required to describe such changes). If such distribution is effected by means of an underwriting, the right of any Holder to registration pursuant to Section 1.6 or this Article II 2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Each Holder . (b) If such distribution is effected by means of an underwriting, the Company (together with all Holders proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) shall enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the a managing underwriter of nationally recognized standing selected for such underwriting by the Company or and approved by the stockholders a majority in interest of the Company who have Holders, which approval shall not be unreasonably withheld; provided, however, that the right liability of each Holder shall be limited to select an amount equal to the underwriters net proceeds from the offering received by such Holder. (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be). c) Notwithstanding any other provision of this Article II2, if the managing underwriter or underwriters determines that marketing factors require a limitation of a proposed underwritten offering with respect the number of shares to which be underwritten, the Company shall so advise all Holders of Registrable Securities, and the number of shares of Registrable Securities to be included in the underwriting shall be allocated among the Holders of Registrable Securities that have exercised their piggyback registration rights advise the Board of Directors of the Company that elected to participate in its or their opinion such underwritten offering pro rata according to the number of Registrable Securities requested to be included held by each Holder. Without the consent of a majority in interest of the offering thereby and all Holders, no securities other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the than Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated covered by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and . (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and Company, the managing underwriter or underwritersand the other Holders. Any securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration.

Underwriting. The If a registration statement under which the Company gives notice under this Clause is for an underwritten offering, then the Company shall so advise the Investor. In such event, the right of any Holder the Investor to be included in a registration pursuant to Section 1.6 or this Article II Clause shall be conditioned conditional upon such Holderthe Investor’s participation in such underwriting and the inclusion of the Investor’s Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting The Investor shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)underwriting. Notwithstanding any other provision of this Article IIAgreement, if the managing underwriter or underwriters underwriter(s) determine(s) in good faith that marketing factors require a limitation of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of shares to be underwritten, then the managing underwriter(s) may exclude up to seventy percent (70%) of the Registrable Securities requested to from the registration and the underwriting, and the number of shares that may be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up first to the Company, second, to the Investor and the Existing Holders, pro rata among them based on the respective total number of securities that the Company has their respective Registrable Securities which they had requested to be included in such registrationregistration and underwriting; and third, (b) secondto holders of other Securities of the Company, and only if all the securities referred to in clause (a) have been includedprovided, up to the total number of securities however, that the holders under right of the Existing Registration Rights Agreement have requested underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be included in such offering, restricted so that (ci) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be Registrable Securities included in any such offeringregistration is not reduced below thirty percent (30%) of the aggregate number of Registrable Securities for which inclusion has been requested; and (dii) fourthall shares that are not Registrable Securities and are held by any other person, including, without limitation, the Founder and only if all the securities referred to in clause (c) have been includedany other person who is an employee, all other securities proposed to be included in such offering thatofficer, in the opinion consultant or director of the managing underwriter Company (or underwriters can any Subsidiary of the Company) shall first be sold without having excluded from such adverse effectregistration and underwriting before any Registrable Securities are so excluded. If any Holder the Investor disapproves of the terms of any such underwriting, such Holder the Investor may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter(s), delivered at least ten (10) days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such the registration.

Underwriting. The If a registration statement with respect to which the Company gives notice under this Section 2.2 is for an underwritten offering, then the Company shall so advise the Holders in the Piggyback Notice. In such event, the right of any Holder such Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including a market stand-off agreement of up to 180 days if required by the Company such underwriter or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may beunderwriters). Notwithstanding any other provision of this Article IIAgreement, if the managing underwriter or underwriters underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting (such exclusion, a proposed underwritten offering with respect “Cutback”), and the number of shares that may be included in the registration and the underwriting shall be allocated, first to which the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities have exercised their piggyback in such registration rights advise the Board statement on a pro rata basis with any other holders of Directors securities of the Company that participating in its or their opinion such registration based on the total number of Registrable Securities requested then held by each such Holder and other holders of securities of the Company; provided, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be included restricted so that, subject to the rights of any holders granted registration rights on par with the rights provided for in the offering thereby and this Section 2.2, all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the shares that are not Registrable Securities and such are held by any other securities to be included in such underwritten offering shall be allocatedPerson, (a) firstincluding, in the event such offering was initiated by without limitation, any Person who is an employee, officer or director of the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion or any subsidiary of the managing underwriter or underwriters can Company) shall first be sold without having excluded from such adverse effectregistration and underwriting before any Registrable Securities are so excluded. 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 managing underwriter or underwritersunderwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from reapportioned so that the registration includes Registrable Securities that were previously requested by a Holder but excluded pursuant to the Cutback. If all the Registrable Securities requested by the Holders have been included, the other shareholders of the Company may include any Ordinary Shares on a pro rata basis. For any Holder that is a partnership, the Holder and the partners and retired partners of such registrationHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are Affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all Persons included in such “Holder,” as defined in this sentence.

Underwriting. The If the registration statement under which the Company gives notice under this Section 2.2 is for an underwritten offering, the Company shall so advise Investors who hold, and the Holders of, Registrable Securities. In such event, the right of any such Investor and/or Holder to be included in a registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Investor’s or Holder’s participation in such underwriting and the inclusion of such Investor’s and/or Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Investors and/or Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IIAgreement, if the managing underwriter or underwriters determines in good faith that marketing factors require a limitation of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested shares to be underwritten, the number of shares that may be included in the offering thereby underwriting shall be allocated first to the Company; second, to all Investors and/or Holders who are entitled to participate and all other securities proposed who have elected to be sold participate in the offering exceeds pursuant to the number which can be sold in such underwritten offering in light terms of market conditionsthis Agreement, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to on a pro rata basis based upon the total number of securities shares held by each such participating Investor or Holder that are subject to piggyback registration rights pursuant hereto; and third, to any other stockholder of the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, on a pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectbasis. If any Investor or Holder disapproves of the terms of any such underwriting, such Investor or Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter, delivered at least ten (10) calendar days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Investor or Holder which is a partnership or corporation, the partners, stockholders, subsidiaries, parents and affiliates of such registrationInvestor or 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 “Investor” or “Holder”, as the case may be, and any pro rata reduction with respect to such “Investor” or “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Investor” or “Holder”, as defined in this sentence.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). In such event the right of any Holder to registration pursuant to Section 1.6 or this Article II 1.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company or by Company, but subject to the stockholders reasonable approval of Holders holding more than a majority of the Company who have the right to select the underwriters (such underwriting agreement Registrable Securities to be included in a customary form negotiated by the Company or such stockholders, as the case may be)registration. Notwithstanding any other provision of this Article IISection 1.3, if the managing underwriter or underwriters determines that marketing factors require limitation of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested shares to be included in underwritten, the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, managing underwriter may limit the Registrable Securities and such other securities to be included in such underwritten offering registration. The Company shall be allocated, (a) first, in so advise all Holders and other holders distributing their securities through such underwriting and the event such offering was initiated by the Company for its own account, up to the total number of shares of securities that may be included in the Company has registration and underwriting (other than on behalf of the Company) shall be allocated among all Holders and such other holders (provided that such other holders have contractual rights to participate in such registration in accordance with Sections 1.3(c) or 1.5 hereof which are not subordinate to the Holders) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or other securities requested to be included in such registrationregistration by such Holders and such other holders; provided, however, in no event shall the amount of Registrable Securities of the Holders included in the offering be reduced below thirty percent (b30%) second, and only if all the securities referred to in clause (a) have been included, up to of the total number amount of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all unless such offering is the initial public offering of the Company's securities referred to in clause (b) have been included, up to the total number of securities that which case the Holders have requested may be excluded entirely if the underwriters make the determination described above or the Holders holding a majority of the Registrable Securities consent in writing to such a reduction; provided that in each such case, no shares held by any Holder shall be so excluded from such registration until all shares proposed to be included registered by the Founders or other parties granted registration rights pursuant to Section 1.3(c) hereof are excluded from the registration. To facilitate the allocation of shares in such offering, together accordance with the total number of securities that above provisions, the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon Company may round the number of securities that each of them shall have requested shares allocated to be included in such offering) and (d) fourth, and only if all any Holder or holder to the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectnearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. The If the registration statement under which the Company gives notice under this Section 4.2 is for an underwritten offering, the Company shall so advise the Holders of Registrable Shares. In such event, the right of any such Holder to be included in a registration pursuant to this Section 1.6 or this Article II 4.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities Shares in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its securities their Registrable Shares through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IIAgreement, if the managing underwriter or underwriters determines in good faith that marketing factors require a limitation of a proposed the number of securities to be underwritten offering with respect to which and advises the Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that Shares in its or their opinion writing, the number of Registrable Securities requested to shares that may be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated, (a) first, in to the event Company; second, to the Holders on a pro rata basis based on the total number of Registrable Shares held by the Holders; and third, to any holder of securities of the Company (other than a Holder) on a pro rata basis. In making any such offering was initiated reduction, all shares held by employees of the Company which are not Registrable Shares shall first be excluded. No such reduction shall (i) reduce the securities being offered by the Company for its own account, up account to be included in the registration and underwriting or (ii) reduce the amount of Registrable Shares of the selling Holders included in the registration below thirty three and one-third percent (33 1/3%) of the total number amount of securities that the Company has requested to be included in such registration, (b) secondunless such offering is the Initial Offering, and only if in which event any or all of the securities referred to in clause (a) have been included, up to the total number Registrable Shares of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to may be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectexcluded. 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 managing underwriter or underwritersunderwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners and members, retired partners and members and shareholders of such registrationHolder, or the estates and family members of any such partners and members and retired partners and members and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. The If a registration statement under which the Company gives notice under this Section 2.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any Holder such Holder's Registrable Securities to be included in a registration pursuant to this Section 1.6 or this Article II 2.4 shall be conditioned upon such Holder’s 's participation in such underwriting pursuant to the terms of the underwritten offering set forth therein and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)underwriting. Notwithstanding any other provision of this Article IIAgreement, if the managing underwriter or underwriters underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including up to seventy percent (70%) of the Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a proposed underwritten offering with respect to which Holders pro rata basis based on the total number of Registrable Securities have exercised their piggyback registration rights advise then held by each such Holder; provided, however, that the Board of Directors right of the Company underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that in its or their opinion (i) the number of Registrable Securities requested to be included in any such registration is not reduced below thirty percent (30%) of the offering thereby aggregate number of Registrable Securities for which inclusion has been requested; and (ii) all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the shares that are not Registrable Securities and such are held by any other securities to be included in such underwritten offering person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company, which shall be allocated, (a) first, defined to mean those entities in the event such offering was initiated by which the Company for its own account, up to the total number directly or indirectly owns or controls in excess of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion 50% of the managing underwriter equity securities or underwriters can voting power) shall first be sold without having excluded from such adverse effectregistration and underwriting before any Registrable Securities are so excluded. 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 managing underwriter or underwritersunderwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such registrationHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.

Underwriting. The right In the case of any offering made in accordance with Section 2(a), other than an offering made pursuant to a Takedown Demand: (i) if the Requesting Equity Holder intends to registration distribute the Registrable Shares by means of an Underwritten Offering, it shall so advise the Company as a part of its request made pursuant to Section 1.6 or this Article II 2(a) and the underwriters and managing underwriter(s) for such Underwritten Offering shall be conditioned upon chosen by the Requesting Equity Holder. If the holders of Other Shares request inclusion of such Holder’s participation shares, the Equity Holders agree that the Company may include such shares in the Underwritten Offering so long as such underwriting holders agree to be bound by the applicable provisions of this Section 2. The Requesting Equity Holder and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting Company shall (together with the Company and the all other holders distributing Eligible Holders proposing to distribute their securities Eligible Shares through such underwritingUnderwritten Offering) enter into and perform such Holder’s obligations under an underwriting agreement in customary form and reasonably acceptable to the Company with the managing underwriter selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)underwriters. Notwithstanding any other provision of this Article IISection 2, if the managing underwriter or underwriters of underwriter(s) selected as provided in this Section 2(e) determines that marketing factors require a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion limitation on the number of Registrable Securities requested shares to be included underwritten in such Underwritten Offering, the offering thereby and all other securities proposed to be sold in the offering exceeds managing underwriter may limit the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities shares proposed to be included in such underwritten offering shall be allocated, registration and Underwritten Offering as follows: (a1) first, in the event such offering was initiated Registrable Shares held by the Company for its own account, up Snow Xxxxxx Group and the TOBI Group that have requested to participate in such Demand Registration based on the total relative number of securities that the Company has Registrable Shares requested to be included by such Persons in such registration, Underwritten Offering; (b2) second, and only if all the securities referred to in clause (a1) have been included in such Demand Registration, Registrable Shares held by the other Equity Holders and holders of Other Shares shall be included, up allocated pro rata among the other Equity Holders and holders of Other Shares that have requested to participate in such Demand Registration based on the total relative number of securities that the holders under the Existing Registration Rights Agreement have Registrable Shares requested to be included by such Persons in such offering, Underwritten Offering; and (c3) third, and only if all of the securities referred to in clause (b2) have been includedincluded in such Demand Registration, up to the total number of securities that the Holders have requested Company proposes to be included include in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering Demand Registration that, in the opinion of the managing underwriter or underwriters underwriter(s), can be sold without having such adverse effect. 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 managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationincluded.

Underwriting. The If the Holders initiating the registration request under this Section 3 (the "INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of its request made pursuant to this Section 3 and the Company shall include such information in the notices referred to in Section 3(a)(i) or Section 3(b)(i), as applicable. In such event, the right of any Holder to include his, her or its Registrable Securities in such registration pursuant to Section 1.6 or this Article II shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or and approved by the stockholders a majority in interest of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Initiating Holders. Notwithstanding any other provision of this Article IISection 3, if the managing underwriter or underwriters underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of a proposed the number of securities to be underwritten offering with respect to which then the Company shall so advise all Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities requested to that may be included in the offering thereby underwriting shall be reduced as required by the underwriter(s) and all other securities proposed allocated (i) first, to each of the Holders who exercised a contractual right, pursuant to Section 3 to demand that such registration statement be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditionsfiled, on a pari passu basis based upon the Registrable Securities held by such Holders; (ii) second, to any other holders of incidental or "piggyback" registration rights requesting inclusion of their Registrable Securities in such registration statement, on a pari passu basis based upon the Registrable Securities held by such holders; and such (iii) third, other securities of the Company to be included in such underwritten offering shall be allocatedregistered on behalf of any other holder. If, (a) firstas a result of the cutback provisions of the preceding sentence, in the event such offering was initiated by the Company for a Holder is not entitled to include all of its own account, up to the total number of securities that the Company has requested to be included Registrable Shares in such registration, (b) second, and only if all then the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice its request to the Company and the managing underwriter include any or underwritersall of its Registrable Shares in such registration. Any securities Registrable Securities excluded or and withdrawn from such underwriting shall be withdrawn from the registration. Notwithstanding the foregoing, each Holder acknowledges and agrees that (a) the allocation provisions set forth in this Section 3(c) are subject to adjustment in certain circumstances to allow the Company to comply with its obligations to the holders of Transfer Restricted Securities under the Warrant Holders Registration Rights Agreement, and (b) the obligation of the Company to effect a registration pursuant to Section 3 is subject to the Company's covenant under Section 2.1 of the Warrant Holders Registration Rights Agreement not to register any securities for certain holders in advance of registering the Transfer Restricted Securities pursuant to such registrationagreement.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 3.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter representative of the underwriter(s) selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 3.2, if the managing underwriter or representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of a proposed underwritten offering with respect shares to which Holders of be underwritten, the representative may (subject to the limitations set forth below) exclude all Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its from, or their opinion limit the number of Registrable Securities requested to be included in, the registration and underwriting. If the registration is the first firmly underwritten public offering made by the Company pursuant to an effective registration statement on form S-1 under the Securities Act (an "INITIAL PUBLIC OFFERING"), the Company may limit, to the extent so advised by the underwriters, the amount of securities (including Registrable Securities) to be included in the offering thereby and all other securities proposed registration by the Company's shareholders (including the Holders), or may exclude, to be sold in the offering exceeds extent so advised by the number which can be sold in underwriters, such underwritten securities entirely from such registration. If such registration is not a Initial Public Offering or is the second or any subsequent Company-initiated registered offering in light of market conditionsthe Company's securities to the general public, the Registrable Securities and such other Company may limit, to the extent so advised by the underwriters, the amount of securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated registration by the Company for its own accountCompany's shareholders (including the Holders); provided, up to however, that the total number aggregate value of securities that the Company has requested (including Registrable Securities) to be included in such registration by the Company's shareholders (including the Holders) may not be so reduced to less than twenty-five percent (25%) of the total value of all securities included in such registration without the consent of more than fifty percent (50%) of the Holders. The Company shall so advise all holders of securities requesting registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of shares of securities that the holders under the Existing Registration Rights Agreement have requested are entitled to be included in such offering, (c) third, the registration and only if all the securities referred to in clause (b) have been included, up underwriting shall be allocated first to the total number of Company for securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant being sold for its own account (subject to the Other Agreement (in each case, pro rata based upon the number foregoing provisions of securities that each of them shall have requested to be included in such offeringthis paragraph) and (d) fourth, and only if all the securities referred to thereafter as set forth in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectSection 3.12. If any Holder disapproves of person does not agree to the terms of any such underwriting, such Holder may elect to withdraw person shall be excluded therefrom by written notice to from the Company and or the managing underwriter or underwritersunderwriter. Any Registrable Securities or other securities so excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with the provisions of Section 3.12 below.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.2, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or their opinion limit the number of Registrable Securities requested to be included in, the registration and underwriting; provided that the foregoing limitation may only be applied after the Company has excluded from such registration all securities held by holders other than holders of Registrable Securities that the Company intends to include in such registration; and provided further following the Company’s Initial Public Offering, the number of Registrable Securities to be included in any such registration shall not be reduced below twenty percent (20%) of the number of shares to be underwritten. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the offering thereby registration and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering underwriting shall be allocated, as follows: (ai) first, in the event such offering was initiated by to the Company for securities being sold for its own account, up to the total number of securities that the Company has requested to be included in such registration, account and (bii) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested Holders requesting to be included include Registrable Securities in such offering, (c) third, and only if all registration statement based on the securities referred to in clause (b) have been included, up to the total number pro rata percentage of securities that the Holders have Registrable Securities held by such Holders. If a person who has requested to be included inclusion in such offering, together with the total number of securities that the Other Holders have requested registration as provided above does not agree to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter underwriter. The Registrable Securities or underwritersother securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn or excluded from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company shall use its commercially reasonable efforts to offer to all persons who have retained the right to include securities in such registration the right to include additional securities in the next registration in an aggregate amount equal to the number of shares so withdrawn or excluded, with such shares to be allocated pro rata among the persons requesting additional inclusion in accordance with Section 2.2 hereof.

Underwriting. The (i) Subject to Section 8.01(e), the distribution of the Series A Stock covered by the Demand Registration shall be effected by means of a firm commitment underwriting, and the right of any Eligible Holder to registration pursuant to Section 1.6 or this Article II VIII shall be conditioned upon such Holder’s Eligible Holders' participation in such underwriting and the inclusion of Registrable Securities such Eligible Holder's Series A Stock in the underwriting (unless otherwise mutually agreed by a majority in interest of the other Eligible Holders) to the extent provided herein. Each Holder The Company (together with all Eligible Holders proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities Series A Stock through such underwriting) shall enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the a managing underwriter of nationally recognized standing selected for such underwriting by the Company or by with the stockholders approval of the Company who have Eligible Holder that has included the right largest number of shares in the Demand Registration, such approval not to select be withheld unreasonably. No Eligible Holder may participate in any Demand Registration unless such Eligible Holder (A) agrees to sell its Series A Stock on the underwriters (basis provided in such underwriting agreement to be in a customary form negotiated by and (B) completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the Company or terms of such stockholders, as the case may be). underwriting agreement. (ii) Notwithstanding any other provision of this Article IIVIII, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of advises the Company and the Eligible Holders in writing that in its or their opinion marketing factors require a limitation of the number of Registrable Securities requested shares to be included in underwritten, then the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has managing underwriter may exclude shares requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total Demand Registration. The number of securities shares of Series A Stock that may be included in the holders under Demand Registration and underwriting shall be allocated among the Existing Registration Rights Agreement Eligible Holders who have requested to registration in accordance with the provisions of Section 8.01(f). No Series A Stock excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such offering, Demand Registration. (ciii) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Eligible Holder participating in a Demand Registration disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company and Company, the managing underwriter or underwritersand the other Eligible Holders. Any securities excluded or withdrawn from If by such underwriting withdrawal a greater number of shares of Series A Stock held by other Eligible Holders may be included in such Demand Registration (up to the maximum of any limitation imposed by the managing underwriter), then the Company shall offer to all Eligible Holders participating in the Demand Registration the right to include additional shares of Series A Stock, which additional shares shall be withdrawn from such registrationallocated among the Eligible Holders who have requested registration in accordance with the provisions of Section 8.01(f).

Underwriting. The If the Holders of Registrable Securities requesting registration under this Section 2.2 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice given pursuant to Section 2.2(a)(i), except, that in the case of a Shelf Registration Statement, such request may be made at any time during the effectiveness of such Shelf Registration Statement as to some or all of the Registrable Securities and the Company shall notify the Holders promptly following such a request and shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such underwritten distribution. In such event the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 1.6 or this Article II 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing , provided that in the case of a Shelf Registration Statement, a request for an underwritten distribution shall not affect the rights of any Holders to distribute its securities through include their Registrable Securities in such Shelf Registration Statement but the rights of the Holders to participate in such underwritten distribution shall be conditioned upon their participation in such underwriting as provided herein. The Company shall (together with the Company and the other holders distributing all Holders proposing to distribute their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company or by the stockholders a majority in interest of the Company requesting Holders, which underwriters are reasonably acceptable to the Company. If a person who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be). Notwithstanding any other provision of this Article II, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities has requested to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold inclusion in such underwritten offering in light of market conditions, the Registrable Securities and such other securities registration as provided above does not agree to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall be excluded therefrom by written notice to from the Company and Company, the managing underwriter or underwritersthe Initiating Holders. The securities so excluded shall also be withdrawn from registration, unless the registration is pursuant to a Shelf Registration Statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration, unless the registration is pursuant to a Shelf Registration Statement.

Underwriting. The If the Demand Initiating Sponsor Holders that initiated the applicable Demand Registration intend to distribute the Registrable Securities covered by their demand by means of an underwritten offering, they shall so advise the Company as part of their demand made pursuant to this Section 2.4, and the Company shall include such information in the written notice referred to in Section 2.4(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.6 or this Article II 2.4 shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten offering to the extent provided herein. Each Holder The Company shall, together with all participating Holders and participating Third Party Holders of Registrable Securities of the Company (if any) proposing (and permitted) to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) underwritten offering, enter into and perform such Holder’s obligations under an underwriting agreement in customary form (containing such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type) with the managing underwriter or underwriters selected for by the Demand Initiating Sponsor Holders that initiated the applicable Demand Registration. The Demand Participating Sponsor Holders shall cooperate with the Company in the negotiation of such underwriting by agreement and shall give consideration to the Company or by the stockholders reasonable suggestions of the Company who have regarding the right to select the underwriters (such form thereof. Such underwriting agreement to be in a customary form negotiated by shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Holders and Third Party Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Holder or Third Party Holder shall be entitled to participate in such stockholdersunderwritten offering unless such Holder or Third Party Holder, as the case may be), completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreement. All reasonable out-of-pocket costs and expenses incurred by the Demand Initiating Sponsor Holders that initiated the applicable Demand Registration in connection with such underwritten offering (to the extent not paid or reimbursed by Company) shall be borne on a pro rata basis in accordance with the number of Registrable Securities being sold by each of the Holders, Third Party Holders and/or the Company in such underwritten offering. Notwithstanding any anything other provision of this Article IISection 2.4, and subject to the “cutback” provisions in Section 2.5(b) (only if the applicable registration is effected in connection with an IPO), if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of the Registrable Securities have exercised their piggyback registration rights included in a Demand Registration shall advise the Board of Directors of Company and the Company Demand Initiating Sponsor Holders that in its or their opinion initiated the applicable Demand Registration that the number of Registrable Securities securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering such Demand Registration exceeds the number which can be sold in such underwritten offering in light without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market conditionsfor the securities offered, then the Company shall so advise all Holders and Third Party Holders of Registrable Securities that have requested to participate in such Demand Registration (other than the Demand Initiating Sponsor Holders that initiated the applicable Demand Registration), and such other securities to the number of shares of Registrable Securities that may be included in such underwritten offering shall be allocated, Demand Registration (a1) first, shall be allocated pro rata among the Demand Participating Sponsor Holders, Management Holders and the Temasek Holders that have requested to participate in such Demand Registration based on the event such offering was initiated by the Company for its own account, up to the total relative number of Registrable Securities then held by each such Demand Participating Sponsor Holder, Management Holder and Temasek Holder (provided, that any securities thereby allocated to such a Demand Participating Sponsor Holder, Management Holder or Temasek Holder that exceed such Holder’s request shall be reallocated among the Company has requested to be included remaining requesting Demand Participating Sponsor Holders, Management Holders and the Temasek Holders in such registrationlike manner), (b2) second, and only if all the securities referred to in clause (a1) have been includedincluded in such Demand Registration, up to pro rata among the total number of securities other Holders that the holders under the Existing Registration Rights Agreement have requested to be included participate in such offeringDemand Registration based on the relative number of Registrable Securities then held by each such Holder (provided, that any securities thereby allocated to such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), (c3) third, and only if all of the securities referred to in clause (b2) have been includedincluded in such Demand Registration, up to the total number of securities that the Holders have requested Company proposes to be included include in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering Demand Registration that, in the opinion of the managing underwriter or underwriters underwriters, can be sold without having such adverse effect and (4) fourth, and only if all of the securities referred to in clause (3) have been included in such Demand Registration, any other securities eligible for inclusion in such Demand Registration (including those of any Third Party Holder) that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect; provided, that notwithstanding the foregoing, the shares of Registrable Securities that may be included in such Demand Registration shall be subject to the Priority Sell-Down. If any Holder disapproves No Registrable Securities excluded from the underwritten offering by reason of the terms managing underwriter’s or underwriters’ marketing limitation shall be included in such Demand Registration. Notwithstanding the delivery of any such underwritingnotice of a Demand Registration, such Holder may elect all determinations as to withdraw therefrom by written notice whether to complete any Demand Registration and as to the Company timing, manner, price and the managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting other terms and conditions of any Demand Registration shall be withdrawn from at the sole discretion of the Demand Initiating Sponsor Holders that initiated the applicable Demand Registration. Each of the Holders agrees to reasonably cooperate with each of the other Holders to establish notice, delivery and documentation procedures and measures to facilitate such registrationother Holder’s participation in future potential Demand Registrations pursuant this Section 2.4.

Underwriting. The If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 1.6 or this Article II 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IIAgreement, if the managing underwriter or underwriters of determines in good faith that market conditions require a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors limitation of the Company number of shares to be underwritten, the number of shares that may be included in its or their opinion 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 requested to be included in held by the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold Holders participating in such underwritten offering in light underwriting; and third, to any stockholder of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (bother than a Holder) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, on a pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectbasis. 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 managing underwriter or underwritersunderwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such registrationHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. The If the registration of which the Company gives notice is ------------ for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event the right of any Holder to registration pursuant to Section 1.6 or this Article II 3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders Other Shareholders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 3, if the managing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, and (a) if such registration is the Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or underwriters all of a proposed underwritten offering with respect to which Holders of the Registrable Securities have exercised their piggyback which would otherwise be underwritten pursuant to the notice described herein, and (b) if such registration rights advise is other than the Board of Directors of Initial Public Offering, the Company that in its or their opinion underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities requested to be included in the offering thereby registration and underwriting to not less than fifty percent (50%) of the securities included therein (based on aggregate market values). The Company shall so advise all other holders of securities proposed to be sold in the offering exceeds requesting registration, and the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other shares of securities that are entitled to be included in such underwritten offering the registration and underwriting shall be allocated, (a) first, allocated in the event such offering was initiated by following manner. The securities of the Company for its own account, up held by officers and directors of the Company (other than Registrable Securities) shall be excluded from such registration and underwriting to the total extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting shall be allocated among all such Holders and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities that the Company has which they had requested to be included in such registrationregistration at the time of filing the registration statement, (b) secondexcept that Registrable Securities held by any of the Purchasers, and only if all or any other Holder shall be the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested last to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectlimited. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 1.6 or this Article II 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Holder All Holders proposing to distribute its securities their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IIAgreement, if the managing Company and the underwriter or underwriters of determine in good faith that market conditions require a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors limitation of the Company number of shares to be underwritten, the number of shares that may be included in its or their opinion 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 requested held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis. In no event will shares of any other selling stockholder be included in such registration that would reduce the offering thereby and all other securities number of shares which may be included by Holders, unless such inclusion is approved by the written consent of Holders of at least sixty percent (60%) of the Registrable Securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company for its own account, up to the total number of securities that the Company has requested to be included in such registration, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. 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 managing underwriter or underwritersunderwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such registrationHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. The right of any Holder to registration pursuant to Section 1.6 or this Article II shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement with the managing underwriter selected for such underwriting by the Company or by the stockholders shareholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary the form negotiated by the Company or such stockholdersshareholders, as the case may be). Notwithstanding any other provision of this Article II, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, (i) in the event such offering was initiated by the Company for its own accountCompany, up to the total number of securities that the Company has requested to be included in such registrationregistration and (ii) in the event such offering was initiated by the holders of securities (other than the Holders) who have exercised their demand registration rights, up to the total number of securities that such holders of such securities have requested to be included in such offering, (b) second, and only if all the securities referred to in clause (a) have been included, up to the total number of securities that the Holders and other holders under the Existing Registration Rights Agreement of securities that have requested contractual rights to be included in such offering, (c) third, and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders registration have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (dc) fourththird, and only if all the securities referred to in clause (cb) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. 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 managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders, Founders and Baby-C Holders as a part of the written notice given pursuant to Section 2.5(a)(i). In such event the right of any Holder or Founder to registration pursuant to Section 1.6 or this Article II 2.5 shall be conditioned upon such Holder’s 's, Founder's or Baby-C Holder's participation in such underwriting and the inclusion of such Registrable Securities Securities, Founders' Stock or Baby-C Stock in the underwriting to the extent provided herein. Each Holder All Holders, Founders or Baby-C Holders proposing to distribute its their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in a customary form negotiated by the Company or such stockholders, as the case may be)Company. Notwithstanding any other provision of this Article IISection 2.5, if the managing underwriter or underwriters of determines that marketing factors require a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors limitation of the Company that in its or their opinion number of shares to be underwritten, the underwriter may limit the number of Registrable Securities requested Securities, Founders' Stock and Baby-C Stock to be included in the registration and underwriting as follows: (i) in the event of the Company's initial public offering thereby then up to all of the Registrable Securities, Founders' Stock and all other securities proposed Baby-C Stock may be excluded; (ii) the first shares in any registration and underwriting to be sold in excluded shall be the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, Founders' Stock and Baby-C Stock and the Registrable Securities and such other securities shall be excluded only if no shares of Founders' Stock or Baby-C Stock are to be included in such underwritten offering the registration and underwriting and thereafter the Registrable Securities to be included in the registration and underwriting shall be allocated, (a) first, in allocated to the event such offering was initiated by the Company for its own account, up to participating Holders on a pro rata basis based on the total number of securities that Registrable Securities entitled to registration pursuant to registration rights granted by the Company has requested to the participating Holders; and (iii) if such offering is not the Company's initial public offering, then no such reduction may reduce the number of securities being sold by the Holders, the Founders and Baby-C Holders to less than 25% of the shares being sold in such offering. The number of securities includable by any Holder, Founder, Baby-C Holder or other person may, in the discretion of the underwriters, be rounded to the nearest one hundred shares. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If some but not all Founders' Stock and Baby-C Stock is to be excluded from a registration, (b) second, the Founders' Stock and only if all the securities referred Baby-C Stock to in clause (a) have been included, up be included shall be allocated to participating Founders and Baby-C Holders on a pro rata basis based on the total number shares of securities that the holders under the Existing Registration Rights Agreement have requested to be included in such offering, (c) third, Founders Stock and only if all the securities referred to in clause (b) have been included, up to the total number of securities that the Holders have requested to be included in such offering, together with the total number of securities that the Other Holders have requested to be included in such offering pursuant to the Other Agreement (in each case, pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (d) fourth, and only if all the securities referred to in clause (c) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effectBaby-C Stock held. If any Holder, Founder or Baby-C Holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwritersunderwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If the underwriter has not limited the number of such shares to be underwritten for the Company's account and the account of the Holders, Founders and Baby-C Holders, the Company may include securities for the account of employees, officers, directors and consultants.