Common use of Underwriting Clause in Contracts

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, 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 pro-rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement Registration Statement under which the Company gives notice under this Section 3.4 1.02 is for an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesHolders. In such event, the right of any such Holder’s 's Registrable Securities to be included in a registration pursuant to this Section 3.4 1.02 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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 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 first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-rata basis based on the total maximum number of Registrable Securities then held requested to be included therein by each such Holder; provided, however, that the right Holders and the maximum number of any other securities of the underwriter(ssame class as the Registrable Securities ("Other Securities") requested to exclude shares be included therein by other shareholders of the Company having registration rights (including Registrable Securities) from "Other Holders"), pro rata among the registration respective Holders and underwriting as described above shall be restricted so that (i) Other Holders on the basis of the number of Registrable Securities and Other Securities requested to be included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; by each such Holder and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedOther Holder. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw all or any part of such Holder's Registrable Securities therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days any time prior to the effective date of the registration statementRegistration Statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners shareholders 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, persons shall be deemed to be a single “"Holder,” " and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the The right of any such Holder’s Registrable Securities Holder to be included in a registration pursuant to Section 1.6 or this Section 3.4 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 to the extent provided herein. All Holders Each Holder proposing to distribute their Registrable Securities 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 for or by the stockholders of the Company who have the right to select the underwriters (such underwritingunderwriting 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 AgreementArticle II, if the managing underwriter(s) determine(s) in good faith that marketing factors require underwriter or underwriters of a limitation of the number of shares proposed underwritten offering with respect to 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 which Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that have exercised their piggyback registration rights advise the right Board of Directors of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so Company that (i) in its or their opinion the number of Registrable Securities requested to be included in any the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such registration is not reduced below twenty-five percent underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (25%a) of first, in the aggregate event such offering was initiated by the Company for its own account, up to the total number of Registrable Securities for which inclusion has been requested, even if this will cause securities that the Company has requested to reduce 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 have requested to be included in such offering (pro rata based upon the number of shares it wishes securities that each of them shall have requested to offer; be included in such offering) and (iic) third, and only if all shares that are not Registrable Securities and are held by any the securities referred to in clause (b) have been included, all other Personsecurities proposed to be included in such offering that, including any Person who is an employee, officer or director in the opinion of the Company managing underwriter or any Subsidiary of the Company shall first underwriters can be excluded from sold without having such registration and underwriting before any Registrable Securities are so excludedadverse effect. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days prior to the effective date of the registration statementmanaging underwriter or underwriters. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under as to which the Company Tality gives notice under this Section 3.4 3.4(c) is for an underwritten offering, then the Company Tality shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s 's Registrable Securities to be included in a registration pursuant to this Section 3.4 3.4(c) shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwritingunderwriting (including a market stand-off agreement of up to 180 days if required by such underwriters). Notwithstanding any other provision of this Agreement, if the managing 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 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 CompanyTality and, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by of each such Holder; provided, however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) Securities from the registration and underwriting as described above shall be restricted so that (iA) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (iiB) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director (other than a director who is also an officer or director of the Company Cadence) of Tality (or any Subsidiary of the Company Tality) shall first be excluded from such registration 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 delivering a written notice to the Company Tality and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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-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 a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 2.13, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. (a) If a registration statement under which the Company gives notice under this Section 3.4 3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. . (b) Notwithstanding any other provision of this Agreement, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Investors requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by the Investors, third, to the other Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such HolderHolder and fourth, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary of the Company Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded, unless otherwise approved by the holders of a majority of the Registrable Securities. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a the registration statement under of which the Company Corporation gives notice under this Section 3.4 is for a registered public offering involving an underwritten offeringunderwriting, then the Company Corporation shall so advise the Holders as a part of Registrable Securitiesthe written notice given pursuant to Section 4(a)(i). In such event, event the right of any such Holder’s Registrable Securities Holder to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute dispose of their Registrable Securities through such underwriting underwriting, together with the Corporation and the other parties distributing their securities through such underwriting, shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCorporation. Notwithstanding any other provision of this AgreementSection 4, if the managing underwriter(s) determine(s) in good faith underwriters shall advise the Corporation that marketing factors (including, without limitation, an adverse effect on the per security offering price) require a limitation of the number of shares Registrable Securities to be underwritten, then the managing underwriter(s) Corporation may exclude shares from limit the number of Registrable Securities to be included in the registration and underwriting, subject to the underwritingterms of this Section 4. The Corporation shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of shares Registrable Securities that may be included in the registration and the underwriting shall be allocatedallocated in the following manner: first, first to the Company, Corporation and second, to each of the Holders requesting inclusion and other holders of their Registrable Securities exercising a contractual right pursuant to this Section 4 to dispose of Registrable Securities in such registration statement underwriting on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holderpersons; provided, however, that any Registrable Securities thereby allocated to any such person that exceed such person’s request shall be reallocated among the right remaining requesting Holders and other requesting holders of Registrable Securities in like manner. No such reduction shall (i) reduce the underwriter(s) securities being offered by the Corporation for its own account to exclude shares (including Registrable Securities) from be included in the registration and underwriting as described above shall be restricted so that underwriting, or (iii) reduce the number amount of Registrable Securities securities of the selling Holders included in any such the registration is not reduced to below twenty-five percent (25%) of the aggregate number total amount of Class A Common Stock included in such registration, unless such offering does not include Class A Common Stock of any other selling security holders, in which event any or all of the Registrable Securities for which inclusion has been requestedof the Holders may be excluded in accordance with the immediately preceding sentence. 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, even if nothing in this will cause the Company Section 4(b) is intended to reduce diminish the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 securities to be a single “Holder,” and any pro-rata reduction with respect to such “Holder” shall be based upon included by the aggregate amount of shares carrying registration rights owned by all entities and individuals included Corporation in such “Holder,” as defined in this sentencethe underwriting.

Underwriting. If The Company shall have the right to select one or more underwriters to manage a registration statement under Section 4.1, subject to the approval of the holders of a majority of the Registrable Securities requesting registration, which will not be unreasonably withheld, conditioned or delayed. If the Company gives notice under this Section 3.4 registration described in the Registration Notice is for a registered public offering involving an underwritten offeringunderwriting, then the Company shall so advise the Holders as a part of Registrable Securitiesthe Registration Notice. In such event, the right of any such Holder’s Registrable Securities Holder to be included in a registration pursuant to this Section 3.4 4.1 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. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. The Company will not include in any registration under Section 4.1 any securities other than Registrable Securities and securities to be registered for such underwritingoffering and sale on behalf of the Company without the prior written consent of the holders of a majority of the Registrable Securities requesting registration. Notwithstanding any other provision of this Agreement, if If the managing underwriter(s) determine(s) advise the Company in good faith writing 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, 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 pro-rata basis based on the total number of Registrable Securities 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 restricted so that (i) opinion the number of Registrable Securities included and, if permitted hereunder, other securities in any such registration is not reduced below twenty-five percent (25%) of offering, exceeds the aggregate number of Registrable Securities for which inclusion has been requestedand other securities, even if this will cause any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company will include in such registration, prior to reduce the number inclusion of shares it wishes to offer; and (ii) all shares any securities that are not Registrable Securities, the number of Registrable Securities and are held by any other Personrequested to be included that in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, including any Person who is an employee, officer or director pro rata among the respective holders thereof on the basis of the Company or any Subsidiary number of Registrable Securities that each such holder has requested the Company shall first be excluded from to include in such registration and underwriting before any Registrable Securities are so excludedregistration. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company Company, the managing underwriter and the underwriter(s) at least ten (10) Business Days Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of the registration statement. Any 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 Holder, or such other shorter period of time as 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 sentenceunderwriters may require.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 1.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such HolderXxxxxx’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwritingunderwriting (including a market stand-off agreement of up to 180 days if required by such underwriters). Notwithstanding any other provision of this AgreementExhibit C, if the managing 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(sCompany shall include in such offering (i) may exclude shares from first, all the registration and securities the underwritingCompany proposes to register for its own account, and (ii) second, Holder’s Registrable Securities and other shares of Common Stock of the Company requested to be included by other investors having written registration rights agreements with the Company respecting such shares (“Other Registrable Securities”), with Holder and each such investor proposing to sell such shares participating in such registration on a pro rata basis, such participation to be based upon 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 pro-rata basis based on the total number of and Other Registrable Securities then held by the Holder and each such Holderinvestor, respectively; provided, however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities or Other Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, employee or officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration and underwriting before any Registrable Securities and Other Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 Personspersons, 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-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 a the Company determines in its sole discretion that the registration statement under which the Company gives notice under this Section 3.4 is 5.1 or Section 5.2 will be for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities Holder to be included in a such registration pursuant to this Section 3.4 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCompany. Notwithstanding any other provision of contained in this Agreement, if the managing underwriter(s) determine(s) underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwrittenunderwritten (including Registrable Securities), 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, allocated first to the Company, and second, to each of the requesting Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each all such Holder; providedrequesting Holders, however, that the right of the underwriter(s) then to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce other shareholders on a pro rata basis based on the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are of Company Common Stock then held by any such other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedshareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) managing underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited partnership, limited liability company or corporation, the Holder partners, limited partners, retired partners, retired limited partners, members, retired members and the partners and retired partners stockholders of such Holder, or the estates and family members of any such partners and partners, limited partners, retired partners partners, retired limited partners, members, retired members 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, persons shall be deemed to be collectively a single “"Holder,” " and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s 's Registrable Securities to be included in a registration pursuant to this Section 3.4 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 first, to stockholders exercising any demand registration rights, second to the Company, and secondthird, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, provided however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that that: (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number shares included in the registration, except for a registration relating to the Company's initial public offering or an offering solely by stockholders of the Company exercising demand registration rights, from which all Registrable Securities for which inclusion has been requestedmay be excluded, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person persons who is an employee, officer are employees or director directors of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten twenty (1020) Business Days days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, persons shall be deemed to be a single “"Holder,” " and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 2.12, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number amount of Registrable Securities then held requested by each such HolderHolder to be included, and third, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under with respect to which the Company gives notice under this Section 3.4 is for 1.3 pertains to an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesHolders. In such event, the right of any such Holder’s Holders to have the Registrable Securities to be included in a registration pursuant to this Section 3.4 1.3 shall be conditioned upon such Holder’s Holders' participation in such underwriting and the inclusion of such Holder’s the Registrable Securities in the underwriting to the extent provided herein. All Holders Each Holder proposing to distribute their sell Registrable Securities through in such underwriting offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter or underwriters determine(s) in good faith that marketing factors require a limitation of the number of shares securities to be underwritten, then the managing underwriter(s) may exclude shares securities (including Registrable Securities) from the registration and the underwriting, and the number of shares securities that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of between the Holders requesting inclusion of their Registrable Securities in such registration statement Holders, on a pro-rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that the right Holder and third to any other holders of the underwriter(s) to exclude shares (including Registrable Securities) from Company's securities, provided that if the registration and underwriting as is a registration pursuant to Section 1.2, the "cut-back" provisions described above in the last sentence of Section 1.2(b) shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedapply. If any a Holder disapproves of the terms of any such underwriting, such a Holder may elect to withdraw therefrom by delivering a written notice to the Company and the managing underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statementstatement or if notified of the terms thereafter, promptly after such notification. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 2.13, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the The right of any such Holder’s Registrable Securities Sponsor Holder to be included in a registration pursuant to this Section 3.4 4 shall be conditioned upon such Sponsor Holder’s participation in such the underwriting and the inclusion of such Sponsor Holder’s Registrable Securities in the underwriting to the extent provided herein. All Sponsor Holders proposing to distribute their Sponsor Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that no Sponsor Holder shall be required to make any representations or warranties to or agreements with the Company for or the underwriters other than representations, warranties or agreements regarding such underwritingSponsor Holder’s authority to enter into such underwriting agreement and to sell Common Stock, its ownership of the Common Stock being registered on such Sponsor Holder’s behalf, its intended method of distribution, its compliance with the Securities Act, the absence of any market manipulation by the Sponsor Holder, the valid security entitlements of the purchasers and any other representations required by law. Notwithstanding any other provision of this AgreementSection 4, if the managing underwriter(s) determine(s) underwriter advises the Company in writing that in its reasonable and good faith that marketing factors require a limitation of opinion the number of shares of Common Stock proposes to be underwritten, then included in the managing underwriter(s) may exclude shares from the registration and the underwriting, and Underwritten Offering exceeds the number of shares of Common Stock that may can be sold in such Underwritten Offering or the number of shares of Common Stock proposes to be included in such Underwritten Offering would adversely affect the price per share of Common Stock proposes to be sold in such Underwritten Offering, then in the case of any such registration and or Underwritten Offering pursuant to this Section 4, the underwriting Company shall include in such registration or Underwritten Offering the number of Sponsor Registrable Securities that such underwriter advises the Company can be allocatedsold without having such Adverse Effect, with such number to be allocated (i) first to the Company, and (ii) second, to each and if any, the number of the Holders requesting inclusion of their included Sponsor Registrable Securities that, in the opinion of such underwriter, can be sold without having such Adverse Effect, with such number to be allocated pro rata among the Sponsor Holders that have requested to participate in such registration statement on a pro-rata basis offering based on the total relative number of Sponsor Registrable Securities then held by each such Sponsor Holder (provided that any securities thereby allocated to a Sponsor Holder that exceed such Sponsor Holder; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above ’s request shall be restricted so that (i) reallocated among the number of Registrable Securities included remaining requesting Sponsor Holders in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedlike manner). If any Sponsor Holder disapproves of the terms of any such underwriting, such the Sponsor Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days prior to underwriter. If by the effective date withdrawal of the registration statement. Any such Sponsor Registrable Securities excluded or withdrawn from such underwriting shall a greater number of Sponsor Registrable Securities held by other Sponsor Holders may be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined registration or Underwritten Offering (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Sponsor Holders who have included Sponsor Registrable Securities in the registration the right to include additional Sponsor Registrable Securities in the same proportion used in determining the underwriter limitation in this sentenceSection 4(b).

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 7(b)(iii) is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s 's Registrable Securities to be included in such a registration pursuant to this Section 3.4 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into 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 such underwriters); provided, however, that it shall not be considered customary to require any of the Holders to provide representations and warranties regarding the Company or indemnification of the underwriters for material misstatements or omissions in the registration statement or prospectus for such underwritingoffering. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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; provided; however, and that the number of shares that may securities to be included in the registration and the underwriting shall be allocated, (1) first to the CompanyCompany (provided, and however, that a minimum of twenty percent (20%) of the number of Registrable Securities that each holder of ten percent (10%) or more of the then outstanding Common Stock (where any Registrable Securities that are not shares of Common Stock but are exercisable or exchangeable for, or convertible into, shares of Common Stock, shall be deemed to have been so exercised, exchanged or converted for such purpose) must also in any event be included), (2) second, to the extent the managing underwriter determines additional securities can be included after compliance with Clause (1), to each of the Holders and other holders of registration rights on a parity with the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities and other securities entitled to registration then held by each such Holder; providedHolder or other holder, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii3) all third, to the extent the managing underwriter determines additional securities can be included after compliance with Clauses (1) and (2), any shares that are not Registrable Securities and are or other securities held by any other Person, including any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company shall first be excluded from such registration and underwriting before Company) or 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 delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days prior to the effective date of the registration statementother person. Any 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 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 Personspersons, 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-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 a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 2.12, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company), shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedexcluded unless otherwise approved by the Holders of the majority of the Registrable Securities in writing. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwritingunderwriting (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Agreement, if the managing 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 pro-pro rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer officer, consultant or director of the Company (or any Subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro-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 a registration statement Registration Statement under which the Company gives notice under this Section 3.4 3 is for an underwritten offeringUnderwritten Offering, then the Company shall so advise the Holders of Registrable SecuritiesShares. In such event, the right of any such Holder’s Registrable Securities Shares to be included in a registration pursuant to this Section 3.4 3 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. All Holders proposing to distribute their Registrable Securities Shares through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that due to marketing factors require a limitation of the number of shares Common Shares to be underwrittenunderwritten should be limited, then the managing underwriter(s) may exclude shares Common Shares (including Registrable Shares) from the registration and the underwriting, and the number of shares Common Shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities Shares in such registration statement Registration Statement on a pro-pro rata basis based on the total number of Registrable Securities Shares then held by each such HolderHolder (which allocation shall be pari passu with holders of Common Shares that are Registrable pursuant to Registration Rights Agreements with the Company of even date herewith); provided, howeverhowever that, that if the right Company previously has completed two registered public offerings for the primary issuance of Common Shares, then in the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) event a limitation on the number of Registrable Securities included in any such registration Common Shares is not reduced below twenty-five percent (25%) of requested, the aggregate Company’s first allocation shall be limited to that number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number Common Shares with an aggregate public offering price of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded$100 million. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statementRegistration Statement. Any Registrable Securities Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners shareholders 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, persons shall be deemed to be a single “Holder,” and any pro-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares Registrable Shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a the registration statement under of which the Company gives notice under this Section 3.4 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 such Holder’s Holder to include Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCompany. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) Company determines in good faith faith, based on consultation with the underwriter, 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and ; second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holderthe Holders; providedand third, however, that the right to any stockholder of the underwriter(sCompany (other than a Holder) to exclude shares (including Registrable Securities) from on a pro rata basis. Notwithstanding the registration and underwriting as described above foregoing, in no event shall be restricted so that (i) the number of Registrable Securities included in any such registration is not the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below twenty-five thirty percent (2530%) of the aggregate total number of Registrable Securities for which inclusion has been requestedsecurities included in such offering, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who unless such offering is an employeeInitial Offering, officer or director of in which case the Company or any Subsidiary of the Company shall first selling Holders may be excluded from further if the underwriters make the determination described above and no other stockholder’s securities are included in such registration and underwriting before any Registrable Securities are so excludedoffering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a partnership, limited liability company or corporation, the Holder partners, retired partners, members, retired members and the partners and retired partners stockholders of such Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, person shall be deemed to be a single “Holder,” and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 2.12, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares Shares to be underwritten, then the managing underwriter(s) may exclude shares Shares from the registration and the underwriting, and the number of shares Shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude shares Shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares Shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 2.12, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 1.3 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 first, to the Company, and second, next to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such HolderHolder has requested to be included in the registration; provided, however., that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that that: (i) the number of Registrable Securities held by the Investors included in any such registration is not reduced below twenty-five percent (25%) % of the aggregate number of shares included in the registration, except for a registration relating to the Company’s initial public offering, from which all Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offermay be excluded; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration 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 delivering a written notice notice, given in accordance with Section 3.1 hereof, to the Company and the underwriter(s) underwriter, delivered at least ten twenty (1020) Business Days days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners Founders 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, persons shall be deemed to be a single “Holder,” and any pro-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 registration described in the Registration Notice is a registration statement under which the Company gives notice under this Section 3.4 is for registered public offering involving an underwritten offeringunderwriting, then the Company shall so advise the Holders as a part of Registrable Securitiesthe Registration Notice. In such event, the right of any such Holder’s Registrable Securities Holder to be included in a registration pursuant to this Section 3.4 4.2 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. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCompany. Notwithstanding any other provision of this AgreementSection 4.2, if the managing underwriter(s) determine(s) in good faith underwriter determines that marketing factors require a limitation of the number of shares to be underwrittenunderwritten and all shares of any other selling stockholders (other than Holders of Registrable Securities) have first been excluded from such registration, then the managing underwriter(sunderwriter may limit the Registrable Securities and other securities to be distributed through such underwriting; provided, however, that (i) no such reduction shall reduce the number of Registrable Securities (other than Series E Registrable Securities and Novation Registrable Securities) included in the registration below fifteen percent (15%) of the total amount of securities included in such registration ("AVAILABLE 15% SHARES"); (ii) no such reduction shall reduce the number of shares of Series E Registrable Securities included in the registration below twelve percent (12%) of the total amount of securities included in such registration ("AVAILABLE SERIES E SHARES"); and (iii) no such reduction shall reduce the number of shares of Novation Registrable Securities held by VHA and UHC, respectively, included in such registration below fifteen percent (15%) (in the case of VHA) and five percent (5%) (in the case of UHC) of the total amount of securities included in such registration in the case of the first and second such underwritten offerings after the issuance of the Novation Registrable Securities or reduce the number of shares of Novation Registrable Securities below nine and one-half percent (9.5%) (in the case of VHA) and three and one-half percent (3.5%) (in the case of UHC) of the total number of securities included in any subsequent registration ("AVAILABLE NOVATION SHARES"), provided, further that for purposes of allocating the number of Registrable Securities (other than Series E Registrable Securities and Novation Registrable Securities) that may exclude be included in the aggregate number of Registrable Securities (other than Series E Registrable Securities and Novation Registrable Securities) constituting the Available 15% Shares, the registration and underwriting shall be allocated such that each Holder is allowed to include in the registration and underwriting the portion of the Available 15% Shares as is equal to (x) the number of Registrable Securities (other than Series E Registrable Securities and Novation Registrable Securities) which such Holder timely proposed to include in such registration divided by (y) the number of Registrable Securities (other than Series E Registrable Securities and Novation Registrable Securities) which all Holders thereof timely proposed to include in such registration; provided, further that for purposes of allocating the number of shares from of Series E Registrable Securities that may be included in the aggregate number of shares of Series E Registrable Securities constituting the Available Series E Shares, the registration and underwriting shall be allocated such that each Holder is allowed to include in the registration and underwriting the portion of the Available Series E Shares that is equal to (x) the number of shares of Series E Registrable Securities which such Holder timely proposed to include in such registration divided by (y) the number of Series E Registrable Securities which all Holders thereof timely proposed to include in such registration; provided, further that for purposes of allocating the number of Novation Registrable Securities that may be included in the aggregate number of shares of Novation Registrable Securities constituting the Available Novation Shares, the registration and the underwriting, underwriting shall be allocated such that each Holder is allowed to include the portion of Available Novation Shares that is equal to (x) the number of shares of Novation Registrable Securities which such Holder timely proposed to include in such registration divided by (y) the number of Novation Registrable Securities which all Holders thereof timely proposed to include in such registration. The Company shall so advise all Holders distributing their securities through such underwriting of such limitation and the number of shares Registrable Securities that may be included in the registration and the underwriting shall be allocated, first allocated to the Company, and second, to each of the individual Holders timely requesting inclusion of their Registrable Securities participation in such registration statement on a pro-rata basis based on under Section 4.2(a), (i) so that, as nearly as practicable, the total participation of each such Holder in the number of shares made available to the Holders by the underwriters is, subject to the preceding sentence, in proportion to (x) the number of Registrable Securities then held which such Holder timely proposed to include in such registration to (y) the number of Registrable Securities which all Holders timely proposed to include in such registration, or (ii) in such other manner as shall be agreed to by each the Company and such HolderHolders of the Registrable Securities proposed to be included in such registration; 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 restricted so that (i) the number of Registrable Securities to be included in any such underwriting shall not be reduced unless all other securities subject to registration is not reduced below twenty-five percent (25%) rights are first entirely excluded from such underwriting. No Registrable Securities excluded from the underwriting by reason of the aggregate number underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of Registrable Securities for which inclusion has been requestedshares in accordance with the above provisions, even if this will cause the Company to reduce or the underwriters may round the number of shares it wishes allocated to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of Holder to the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludednearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days prior to the effective date of the registration statementmanaging underwriter. Any Registrable Securities and/or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration, and shall not be transferred in a public distribution prior to one-hundred (180) days after the registration. For any Holder that is a partnership, the Holder and the partners and retired partners effective date of such Holderregistration, or such other shorter period of time as 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 sentenceunderwriters may require.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesInvestors. In such event, the right of any such HolderInvestor’s Registrable Securities to be included in a registration pursuant to this Section 3.4 3 shall be conditioned conditional upon such HolderInvestor’s participation in such underwriting and the inclusion of such HolderInvestor’s Registrable Securities in the underwriting to the extent provided herein. All Holders Investors proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwritingunderwriting (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Agreement, if the managing 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 for any offering) 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 Investors and the Existing Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such HolderInvestors and the Existing Holders, and third, to the holders of other Securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer officer, consultant or director of the Company (or any Subsidiary of the Company Company), shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holder Investor disapproves of the terms of any such underwriting, such Holder Investor may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 3.6 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 3.6 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, 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 pro-pro rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company Group Companies shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. Notwithstanding the foregoing, if such offering is the Qualified IPO, any or all of the Registrable Securities of the Holders may be excluded in accordance with this Section 3.6(b), provided that any and all securities of the Company to be sold by other selling shareholders are also excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro-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 a the registration statement under which the Company gives notice under this Section 3.4 2.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesHolders. In such event, the right of any such Holder’s Registrable Securities Holder to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably approved by a majority in interest of the Holders participating in such registration pursuant to this Section 2.3. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such holders’ title to Registrable Securities and any written information provided by the Holder to the Company expressly for such underwritinginclusion in the related registration statement. Notwithstanding any other provision of this Agreement, if the a managing underwriter(s) determine(s) underwriter determines 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, and the number of shares that may be included in the registration and excluded from the underwriting shall be allocated, first allocated fully among persons not contractually entitled to the Companyregistration rights under this Agreement on a pro rata basis, and second, to each of among the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that Holders. No such reduction shall (i) reduce the right of securities being offered by the underwriter(s) Company for its own account to exclude shares (including Registrable Securities) from be included in the registration and underwriting as described above shall be restricted so that underwriting, or (iii) reduce the number amount of Registrable Securities securities of the selling Holders included in any such the registration is not reduced below twenty-twenty five percent (25%) of the aggregate number total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholder, in which event any or all of the Registrable Securities for of the Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any stockholder (other than a Holder) be included in such registration which inclusion has been requested, even if this will cause the Company to would reduce the number of shares it wishes to offer; and (ii) all shares that are which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of proposed to be sold in the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedoffering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) at least underwriter, delivered no later than ten (10) Business Days business days prior to the effective date of the registration statement, after which the Holders’ commitment shall become irrevocable. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, persons shall be deemed to be a single “Holder,” , and any pro-pro rata reduction with respect to such “Holder” 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 a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 2.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such HolderXxxxxx’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 2.13, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in reasonable and customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 first, to the Company, and second, second to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the number of such Registrable Securities each such Holder has requested to be included in the registration, and third, to each of the Holders of Excluded Shares on a pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, provided however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of shares included in the registration, except for a registration relating to the Company’s initial public offering, from which all Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first may be excluded from such registration 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 delivering a written notice notice, given in accordance with Section 6.1 hereof, to the Company and the underwriter(s) underwriter, delivered at least ten twenty (1020) Business Days days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, persons shall be deemed to be a single “Holder,” and any pro-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 a registration statement under which Investor intends to distribute the Registrable Securities covered by its request by means of an underwriting, then it shall so advise the Company gives notice under as a part of its request made pursuant to this Section 3.4 is for 3.4. In the event of an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Investor to include its Registrable Securities to be included in a such registration pursuant to this Section 3.4 shall be conditioned upon such HolderInvestor’s participation in such underwriting and the inclusion of such HolderInvestor’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing If Investor proposes to distribute their Registrable Securities its securities through such underwriting an underwriting, it shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwritingunderwriting by it and reasonably acceptable to the Company. Notwithstanding any other provision of this AgreementSection 3.4, if the managing underwriter(s) determine(sadvise(s) the Company in good faith writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwritingCompany shall so advise Investor, and the number of shares Registrable Securities that may be included in the registration and the underwriting shall be allocated, first reduced as required by the underwriter(s) and allocated among the holders of Registrable Securities on a pro rata basis according to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-rata basis based on the total number of Registrable Securities then held by each such HolderShareholder requesting registration (including Investor); 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 restricted so that (i) the number of Registrable Securities to be included in any such underwriting and registration is shall not be reduced below twenty-five percent (25%) of unless all other securities are first entirely excluded from the aggregate number of Registrable Securities for which inclusion has been requestedunderwriting and registration including, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) without limitation, all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedGroup Companies. If any Holder Investor disapproves of the terms of any such underwriting, such Holder Investor may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities and/or other securities so 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 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 Investor and all corporations that are affiliates Affiliates of such Holder, Investor shall be deemed to be a single “HolderShareholder,” and any pro-pro rata reduction with respect to such “HolderShareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “HolderShareholder,” as defined in this sentence.

Underwriting. If a the registration statement under of which the Company gives notice under this Section 3.4 6.3 is for an underwritten offering, then the Company shall will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Holder to include Registrable Securities to be included in a registration pursuant to this Section 3.4 shall 6.3 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCompany. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) underwriter determines 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, and the number of shares that may be included in the registration and the underwriting shall will be allocated, first first, to the Company, ; and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holderthe Holders; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall such reduction will not be restricted so that (i) the number of Registrable Securities included in any permitted unless such registration is does not reduced below twenty-five percent (25%) include shares of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedselling stockholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall will be excluded and withdrawn from the registration. For any Holder that which is a partnership, limited liability company or corporation, the Holder partners, retired partners, members, retired members and the partners and retired partners stockholders of such Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall persons will be deemed to be a single “Holder,” and any pro-pro rata reduction with respect to such “Holder” shall will 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 a the Company determines in its sole discretion that the registration statement under which the Company gives notice under this Section 3.4 is 5.1 or Section 5.2 will be for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities Holder to be included in a such registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCompany. Notwithstanding any other provision of contained in this Agreement, if the managing underwriter(s) determine(s) underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwrittenunderwritten (including Registrable Securities), 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, allocated first to the Company, and second, to each of the requesting Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each all such Holder; providedrequesting Holders, however, that the right of the underwriter(s) then to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce other shareholders on a pro rata basis based on the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are of Company Common Stock then held by any such other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedshareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) managing underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited partnership, limited liability company or corporation, the Holder partners, limited partners, retired partners, retired limited partners, members, retired members and the partners and retired partners stockholders of such Holder, or the estates and family members of any such partners and partners, limited partners, retired partners partners, retired limited partners, members, retired members 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, persons shall be deemed to be collectively a single “Holder,” and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 first, to the Company, and second, second to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder; Holder has requested to be included in the registration, provided, however, that in no event shall the right amount of securities of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall Holders be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number total amount of Registrable Securities for securities included in such offering, unless such offering is the Company’s initial public offering (in which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who case there is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from no such registration and underwriting before any Registrable Securities are so excludedminimum limit). If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice notice, given in accordance with Section 6.1 hereof, to the Company and the underwriter(s) underwriter, delivered at least ten twenty (1020) Business Days days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, persons shall be deemed to be a single “Holder,” and any pro-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. (a) If a registration statement under which the Company gives notice under this Section 3.4 3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. . (b) Notwithstanding any other provision of this Agreement, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Investors requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Investor, third, to the other Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such HolderHolder and fourth, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary of the Company Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded, unless otherwise approved by the holders of a majority of the Registrable Securities. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such HolderHolder has requested to be included in the registration; provided, however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five fifteen percent (2515%) of the aggregate number of shares included in the registration, except for a registration relating to the IPO, from which all Registrable Securities for which inclusion has been requested, even if this may be excluded as long as such registration does not include shares of any other selling stockholders. In no event will cause the Company to shares of any other selling stockholder be included in such registration that would reduce the number of shares it wishes to offer; and (ii) all shares that are which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of proposed to be sold in the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedoffering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice notice, given in accordance with Section 6.1 hereof, to the Company and the underwriter(s) underwriter, delivered at least ten twenty (1020) Business Days days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a nominee, venture capital or private equity fund, partnership, limited liability company, corporation or 1940 Act Investor, the Holder and the partners and retired partners principal of such Holder, or affiliated venture capital or private equity funds, partners, retired partners, members, retired members, stockholders or 1940 Act Investor (which shall include all 1940 Act Investors advised by a Registered Investment Adviser that is Controlled by or under common Control with such 1940 Act Investor’s Registered Investment Adviser), if applicable) of such Holder or such Holder’s principal, or the estates and family members of any such partners and retired partners or members and retired members 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, persons shall be deemed to be a single “Holder,” and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 3.5 is for an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesInvestor. In such event, the right of any such HolderInvestor’s Registrable Securities to be included in a registration pursuant to this Section 3.4 3.5 shall be conditioned upon such HolderInvestor’s participation in such underwriting and the inclusion of such HolderInvestor’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing If Investor proposes to distribute their its Registrable Securities through such underwriting underwriting, Investor shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, 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 Shareholders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such HolderShareholder; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company Group Companies shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holder Investor disapproves of the terms of any such underwriting, such Holder Investor may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Investor and all corporations that are affiliates Affiliates of such Holder, Investor shall be deemed to be a single “Holder,” Shareholder, and any pro-pro rata reduction with respect to such “Holder” Investor shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” Shareholder”, as defined in this sentence.

Underwriting. If a the registration statement under of which the Company gives notice under this Section 3.4 4.1 is for an underwritten offering, then the Company shall will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Holder to include Registrable Securities to be included in a registration pursuant to this Section 3.4 shall 4.1 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCompany. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) underwriter determines 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, and the number of shares that may be included in the registration and the underwriting shall will be allocated, first first, to the Company, ; and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holderthe Holders; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall such reduction will not be restricted so that (i) the number of Registrable Securities included in any permitted unless such registration is does not reduced below twenty-five percent (25%) include shares of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedselling stockholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall will be excluded and withdrawn from the registration. For any Holder that which is a partnership, limited liability company or corporation, the Holder partners, retired partners, members, retired members and the partners and retired partners stockholders of such Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall persons will be deemed to be a single “Holder,” and any pro-pro rata reduction with respect to such “Holder” shall will 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 a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s 's Registrable Securities to be included in a registration pursuant to this Section 3.4 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting (including a market stand-off agreement of up to 180 days if required by such underwriters) on terms no less favorable to such Holders than available to the Company if the Company is participating in such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) underwriters 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 in such registration statement and each of the other holders of Common Stock with similar registration rights, if any, on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that the right Holder and Common Stock of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from holder participating in such registration and underwriting before any Registrable Securities are so excludedregistration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 Personspersons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, Holder shall be deemed to be a single “"Holder,” " and any pro-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 a the registration statement under of which the Company gives notice under this Section 3.4 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 such Holder’s Holder to include Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCompany. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) underwriters determine 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and ; second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each the Holders who propose to include their Registrable Securities in such underwriting; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the right amount of securities of the underwriter(s) to exclude shares (including Registrable Securities) from selling Holders included in the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number total amount 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, in which event any or all of the Registrable Securities for which inclusion has been requested, even if this of the Holders may be excluded in accordance with the immediately preceding clause. In no event will cause the Company to shares of any other selling stockholder be included in such registration that would reduce the number of shares it wishes to offer; and (ii) all shares that are not may be included by Holders without the written consent of Holders of a majority of the Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of proposed to be sold in the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedoffering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a partnership, limited liability company or corporation, the Holder partners, retired partners, members, retired members and the partners and retired partners stockholders of such Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, person shall be deemed to be a single “Holder,” and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 first, to the Company, Company and second, second to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided. Provided, however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of shares included in the registration, except for a registration relating to the Company’s initial public offering, from which all Registrable Securities for which inclusion has been requestedmay be excluded. Provided further, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not in no event shall any Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration offering unless all other stockholders’ securities have been first excluded and underwriting before that no securities held by the Founder shall be included in such offering if any Registrable Securities held by any Holder (and that such Holder has requested to be registered) are so excludedexcluded from such offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice notice, given in accordance with Section 6.1 hereof, to the Company and the underwriter(s) underwriter, delivered at least ten twenty (1020) Business Days days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited liability company, venture capital fund or corporation, the Holder partners, retired partners, members, retired members and the partners and retired partners stockholders of such Holder, or the estates and family members of any such partners and partners, retired partners partners, members or retired members, affiliated venture capital fund 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, persons shall be deemed to be a single “Holder,” and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 is for an underwritten offering, then the Company shall so advise the Holders of the Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All the Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 3.13, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude shares (including the Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of the Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of shares of the Registrable Securities Securities, on a pro rata basis, for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a the registration statement under of which the Company gives notice under this Section 3.4 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 such Holder’s Holder to include Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCompany. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) Company determines in good faith faith, based on consultation with the underwriter, 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and ; second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement other than the Key Holders on a pro-pro rata basis based on the total number of Registrable Securities then held by each such the Holders (excluding, for the avoidance of doubt, any Key Holder Registrable Securities); third to the Key Holders; and fourth, to any shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the right amount of securities of the underwriter(s) to exclude shares (including Registrable Securities) from selling Holders included in the registration and underwriting as described above shall be restricted so that (i) below 30% of the number total amount of securities included in such registration, unless such offering is the Initial Offering, in which event any or all of the Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first Holders may be excluded from such registration and underwriting before any Registrable Securities are so excludedin accordance with the immediately preceding clause. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a partnership, limited liability company or corporation, the Holder partners, retired partners, members, retired members, shareholders and the partners and retired partners Affiliates of such Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, person shall be deemed to be a single “Holder,” and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, 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 pro-rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including any Person person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Personspersons, 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. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 first, to the Company, and second, second to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder has requested to be included in the registration, and third to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) Securities from the registration and underwriting as described above shall be restricted so that (i) no Registrable Securities shall be excluded from such registration and underwriting unless all other securities held by the stockholders of the Company are similarly excluded and (ii) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares included in the registration, except for a registration relating to the Company’s IPO, from which all Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first may be excluded from such registration 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 delivering a written notice notice, given in accordance with Section 6.1 hereof, to the Company and the underwriter(s) underwriter, delivered at least ten twenty (1020) Business Days days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, corporation or limited liability company, the Holder partners, retired partners, members, retired members, stockholders and the partners and retired partners affiliated funds of such Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, persons shall be deemed to be a single “Holder,” and any pro-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 a registration statement under which the Company DR gives notice under this Section 3.4 4.b. is for an underwritten offering, then the Company DR shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s 's Registrable Securities to be included in a registration pursuant to this Section 3.4 4.b. shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 FIRST, to the Company, DR; and secondSECOND, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder; providedPROVIDED, howeverHOWEVER, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held or controlled by any other Person, including any Person individuals who is an employee, officer are employees or director directors of the Company DR (or any Subsidiary subsidiary of the Company DR) shall first be excluded from such registration 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 delivering a written notice to the Company DR and the underwriter(s) at least underwriter, provided that such notice shall not be effective until ten (10) Business Days business days after delivered to DR except that, if the registration statement has been declared effective prior to the effective date 10th day, such withdrawal shall be of the registration statementno effect. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 2.12, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s 's Registrable Securities to be included in a registration pursuant to this Section 3.4 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 first, to the Company, Company and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, provided however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person persons who is an employee, officer or director are employees of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded and so that the number of Registrable Securities included in any such registration is not reduced below 25% of the shares included in the registration, except for a registration relating to the Company's initial public offering from which all Registrable Securities may be excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten fifteen (1015) Business Days days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners shareholders 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, persons shall be deemed to be a single “"Holder,” " and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesRenren. In such event, the right of any such HolderRenren’s Registrable Securities to be included in a registration pursuant to this Section 3.4 shall be conditioned upon such HolderRenren’s participation in such underwriting and the inclusion of such HolderRenren’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing If Renren proposes to distribute their its Registrable Securities through such underwriting underwriting, Renren shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, 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 Shareholders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such HolderShareholder; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company Group Companies shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holder Renren disapproves of the terms of any such underwriting, such Holder Renren may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Renren and all corporations that are affiliates Affiliates of such Holder, Renren shall be deemed to be a single “Holder,” Shareholder, and any pro-pro rata reduction with respect to such “Holder” Renren shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” Shareholder”, as defined in this sentence. (i) If the registration is being undertaken on behalf of the Company, first to the Company, and second, to each of the Shareholders requesting inclusion of their securities pursuant to piggyback registration rights (including those pursuant to this Agreement) in such registration statement on a pro rata basis based on the total number of securities then held by each such Shareholder. If Renren disapproves of the terms of any such underwriting, Renren may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. Renren and all corporations that are Affiliates of Renren shall be deemed to be a single Shareholder, and any pro rata reduction with respect to Renren shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Shareholder”, as defined in this sentence. (ii) If the registration is being undertaken on behalf of securityholders (not including Renren) making a written demand for registration pursuant to demand registration rights, first to such shareholders making a written demand for registration, and second, to each of the shareholders requesting inclusion of their securities pursuant to piggyback registration rights (including Renren, pursuant to this Agreement) in such registration statement on a pro rata basis based on the total number of securities then held by each such shareholder. If Renren disapproves of the terms of any such underwriting, Renren may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. Renren and all corporations that are Affiliates of Renren shall be deemed to be a single Shareholder, and any pro rata reduction with respect to Renren shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Shareholder”, as defined in this sentence.

Underwriting. If a the registration statement under of which the Company gives notice under this Section 3.4 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 such Holder’s Holder to include Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCompany. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) underwriters advise the Company in good faith writing that marketing factors require a limitation of the number of shares to be underwrittenunderwritten in connection with a registration pursuant to this Section 2.3, 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 first, to the Company, and ; second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the right amount of securities of the underwriter(s) to exclude shares (including Registrable Securities) from selling Holders that are not Founders included in the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first Holders may be excluded from such registration and underwriting before any Registrable Securities are so excludedin accordance with the immediately preceding clause. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a partnership, limited liability company or corporation, the Holder partners, retired partners, members, retired members and the partners and retired partners stockholders of such Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, person shall be deemed to be a single “Holder,” and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that the right of the underwriter(s) Holder has requested to exclude shares (including Registrable Securities) from be included in the registration and underwriting as described above third, to the holders of other securities of the Company. Notwithstanding the foregoing, in no event shall be restricted so that (i) the number amount of Registrable Securities securities of the selling Holders included in any such registration is not the offering be reduced below twenty-five percent (25%) of the aggregate number total amount of Registrable Securities for which inclusion has been requestedsecurities included in such offering, even if this will cause unless such offering is the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director initial public offering of the Company or any Subsidiary of Company’s securities, in which case the Company shall first selling Holders may be excluded from if the underwriters make the determination described above and no other stockholder’s securities are included in such registration and underwriting before any Registrable Securities are so excludedoffering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice notice, given in accordance with Section 6.1 hereof, to the Company and the underwriter(s) underwriter delivered at least ten five (105) Business Days days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited liability company or corporation, the Holder partners, retired partners, members, retired members and the partners and retired partners stockholders of such Holder, or the estates and family members of any such partners and partners, retired partners partners, members, retired members 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, persons shall be deemed to be a single “Holder,” and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 2.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesSecurities as a part of the notice referred to in this Section 2.3. In such event, the right of any such Holder’s 's Registrable Securities to be included in a registration pursuant to this Section 3.4 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, provided however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares included in the registration, except for a registration relating to the Company's initial public offering from which all Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first may be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesHolders. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All the Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, 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 pro-pro rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any Person (other Personthan any Holder), including including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 2.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesHolders. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through Each such underwriting Holder shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwritingunderwriting (including a market stand-off agreement of up to 90 days if required by such underwriter or underwriters). Notwithstanding any other provision of this AgreementSchedule A, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares securities to be underwritten, then the managing underwriter(s) may exclude shares securities from the registration and the underwriting, and the number of shares securities that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude shares securities (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares securities that are not Registrable Securities and are held by any person other Personthan a Holder, including including, without limitation, any Person person who is an employee, officer or director of the Company, the Founder or any of his Affiliates, the Company or any Subsidiary of the Company shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a the registration statement under of which the Company Corporation gives notice under this Section 3.4 is for a registered public offering involving an underwritten offeringunderwriting, then the Company Corporation shall so advise the Holders as a part of Registrable Securitiesthe written notice given pursuant to Section 4(a)(i). In such event, event the right of any such Holder’s Registrable Securities Holder to be included in a registration pursuant to this Section 3.4 4 shall be conditioned upon such HolderXxxxxx’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute dispose of their Registrable Securities through such underwriting underwriting, together with the Corporation and the other parties distributing their securities through such underwriting, shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCorporation. Notwithstanding any other provision of this AgreementSection 4, if the managing underwriter(s) determine(s) in good faith underwriters shall reasonably advise the Corporation that marketing factors (including, without limitation, an adverse effect on the per security offering price) require a limitation of the number of shares Registrable Securities to be underwritten, then the managing underwriter(s) Corporation may exclude shares from limit the number of Registrable Securities to be included in the registration and underwriting, subject to the underwritingterms of this Section 4. The Corporation shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of shares Registrable Securities that may be included in the registration and the underwriting shall be allocatedallocated in the following manner: first, first to the Company, Corporation and second, to each of the Holders requesting inclusion and other holders of their Registrable Securities exercising a contractual right pursuant to this Section 4 to dispose of Registrable Securities in such registration statement underwriting on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holderpersons; provided, however, that any Registrable Securities thereby allocated to any such person that exceed such person’s request shall be reallocated among the right remaining requesting Holders and other requesting holders of Registrable Securities in like manner. No such reduction shall (i) reduce the underwriter(s) securities being offered by the Corporation for its own account to exclude shares (including Registrable Securities) from be included in the registration and underwriting as described above shall be restricted so that underwriting, or (iii) reduce the number amount of Registrable Securities securities of the selling Holders included in any such the registration is not reduced to below twenty-five percent (25%) of the aggregate number total amount of Class A Common Stock included in such registration, unless such offering does not include Class A Common Stock of any other selling security holders, in which event any or all of the Registrable Securities for which inclusion has been requestedof the Holders may be excluded in accordance with the immediately preceding sentence. 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, even if nothing in this will cause the Company Section 4(b) is intended to reduce diminish the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 securities to be a single “Holder,” and any pro-rata reduction with respect to such “Holder” shall be based upon included by the aggregate amount of shares carrying registration rights owned by all entities and individuals included Corporation in such “Holder,” as defined in this sentencethe underwriting.

Underwriting. If a registration statement under which the Company Client gives notice under this Section 3.4 Addendum is for an underwritten offering, then the Company Client shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s 's Registrable Securities to be included in a registration pursuant to this Section 3.4 Addendum shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first to the CompanyClient, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held desired to be sold by each such Holder; provided, however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personshareholder, including including, without limitation, any Person person who is an employee, officer or director of the Company Client (or any Subsidiary subsidiary of the Company Client), shall first be excluded from such registration 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 delivering a written notice to the Company Client and the underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 Personspersons, 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-pro rata reduction with respect to such “"Holder” " shall be based upon the aggregate amount of shares carrying registration rights owned desired to be sold by all entities and individuals included in such “"Holder,” " as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s 's Registrable Securities to be included in a registration pursuant to this Section 3.4 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 first, to the Company, and second, second to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such HolderHolder has requested to be included in the registration; provided, provided however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that that: (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of Registrable Securities for which inclusion has been requestedshares included in the registration, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director either being sold for the account of the Company or any Subsidiary of the Company Registrable Securities shall first be excluded from such registration 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 delivering a written notice notice, given in accordance with Section 6.1 hereof, to the Company and the underwriter(s) underwriter, delivered at least ten twenty (1020) Business Days days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners shareholders 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, persons shall be deemed to be a single “"Holder,” " and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, 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 pro-pro rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer, unless such offering is the initial public offering of the Company’s securities, in which case, all of the requested Registrable Securities may be excluded if the managing underwriter(s) make the determination described above and no other Holder’s securities are included; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary Group Company or any Affiliate of the Company or any Group Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Personspersons, 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-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares Registrable Securities carrying registration rights owned by all entities and individuals included in such “Holder,” ”, as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s 's Registrable Securities to be included in a registration pursuant to this Section 3.4 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 first, to shareholders exercising any demand registration rights, second to the Company, and secondthird, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, provided however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that that: (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares included in the registration, except for a registration relating to the Company's initial public offering from which all Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first may be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten twenty (1020) Business Days days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners shareholders 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, persons shall be deemed to be a single “"Holder,” " and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 4.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesHolders. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 4.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 4.12, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities held by Holders included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares of Registrable Securities held by holder(s) of all other shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, consultant, officer or director of the Company (or any Subsidiary of the Company Company) shall first be excluded from such registration and underwriting before any Registrable Securities held by the holders of the Preferred Shares are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a The Company shall use its commercially reasonable efforts to cause such registration statement to become effective under which the Company gives notice under this Section 3.4 is for an underwritten offering, then Securities Act as soon as practicable following the Company shall so advise the Holders of Registrable Securitiesfiling thereof. In such event, the right of If Requesting Holder initiating any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing 6.1 intend to distribute their Registrable Securities through such underwriting shall enter into the Requested Shares by means of an underwriting, the Requesting Holder shall, if requested by the underwriters selected by the Requesting Holder, execute an underwriting agreement in customary form with the managing underwriter or underwriters selected by underwriters. If in the Company for such underwriting. Notwithstanding any other provision good faith judgment of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation underwriter of such public offering the inclusion of all of the Requested Shares would reduce the number of shares to be underwrittenoffered by the Company or interfere with the successful marketing of the securities offered by the Company, then the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of shares that may Requested Shares otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration and the underwriting shall be allocated, first to the Company, and second, to each of the Holders requesting rights who have requested inclusion of their Registrable Securities securities or excluded in such registration statement on a pro-rata basis based on their entirety if so required by the total number of Registrable Securities then held by each such Holderunderwriter; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes of Requested Securities to offer; be included in such underwriting and (ii) registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration, including, without limitation, all shares that are not Registrable Securities Requested Shares and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company or any Subsidiary subsidiary of the Company. To the extent only a portion of the Requested Shares is included in the underwritten public offering, those shares of Requested Shares which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall first be excluded withheld from such registration and underwriting before any Registrable Securities are so excludedthe market by the Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. If any The Company’s obligations under Section 6.1 shall not apply to Ordinary Shares held by a Holder disapproves after the earlier of (a) five (5) years from the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days prior to the effective date of this Agreement, (b) the date that such shares held by a Holder have been sold pursuant to Rule 144 or an effective registration statement. Any 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 Holder, or the estates and family members of any (c) such partners and retired partners and any trusts time as such shares held by a Holder are eligible 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 immediate resale pursuant 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 sentenceRule 144.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 1.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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 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 first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners shareholders 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, persons shall be deemed to be a single “Holder,” and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) or the Board determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) or the Company 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 first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such HolderHolder and third, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five fifty percent (2550%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary of the Company Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded, unless otherwise approved by the holders of a majority of the Registrable Securities. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 4, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the CompanyCompany and/or Later Round Investors, and as the case may be, second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of securities in such registration unless such offering is the Company’s initial public offering, in which case all of the Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offermay be excluded; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company or any Subsidiary subsidiary of the Company (unless such person is a Holder of Registrable Securities) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 2.3 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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 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 on a pro rata basis according to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-rata basis based on the total number of Registrable Securities then outstanding held by each Holder requesting participation in such Holderregistration; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) Securities from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced to a number below twenty-five thirty percent (2530%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any (other Person, including any Person who is an employee, officer or director of than the Company or any Subsidiary of 2017 Registrable Securities in the Company event that the holders thereof exercise their demand registration rights under the 2017 Shareholders Agreement) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) delivered at least ten (10) Business Days days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities issuable upon conversion of Series A Shares then issued and outstanding or issuable (including Ordinary Shares issuable upon the conversion or exercise of any warrant, right or other security which is issued as a dividend or other distribution with respect to, or in such registration statement exchange for or in replace of, any Series A Shares described in Clause (1) of Section 2.2(b)) on a pro-pro rata basis based on basis, and third, to holders of other securities of the total number of Registrable Securities then held by each such HolderCompany; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twentyseventy-five percent (2575%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, 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 pro-rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Personspersons, 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. If a registration statement under which the Company gives notice under this Section 3.4 4.4 is for an underwritten offering, then the Company shall so advise the Holders of the Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 4.4 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. All the Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 4.13, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude shares (including the Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the i)the number of the Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of shares of the Registrable Securities Securities, on a pro rata basis, for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all ii)all shares that are not Registrable Securities and are held by any other PersonPerson who is not a Holder, including including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a the registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Holder to include Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCompany. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith underwriter determines 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and ; second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement (excluding Founders Stock held by the Founders) on a pro-pro rata basis based on the total number of Registrable Securities then held by each the Holders; and third, to the Founders (as to Founders Stock) and any other stockholders of the Company (other than the Holders) on a pro rata basis based on the total number of Company securities held by such Holderholders; provided, however, that no such reduction shall reduce the right amount of securities of the underwriter(s) to exclude shares (including Registrable Securities) from selling Holders included in the registration below 30% of the total amount of securities included in such registration, unless such offering is a Qualified IPO and underwriting as described above shall be restricted so that (i) such registration does not include shares of any other selling stockholders, in which event any or all of the number of Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to that would reduce the number of shares it wishes to offer; and (ii) all shares that are which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of proposed to be sold in the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedoffering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days 10 days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited liability company or corporation, the Holder partners, retired partners, members, retired members, stockholders and the partners and retired partners affiliates of such Holder, or and the estates and family members of any such partners and partners, retired partners partners, members or retired members 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, persons shall be deemed to be a single “Holder,” and any pro-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all entities and individuals included in deemed to be such single “Holder,” as defined provided in this sentence.

Underwriting. If a the registration statement under of which the Company gives notice under this Section 3.4 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 such Holder’s Holder to include Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCompany. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) Company and the underwriter may in good faith that marketing factors require a limitation of their discretion limit the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting, and in which case the number of shares that may to be included in the registration and the underwriting underwritten shall be allocated, allocated first to the Company, Company and second, then to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holderthe Holders; provided, however, that no such reduction shall reduce the right amount of securities of the underwriter(s) to exclude shares (including Registrable Securities) from selling Holders included in the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholder, in which event any or all of the Registrable Securities for which inclusion has been requested, even if this of the Holders may be excluded in accordance with the immediately preceding clause. In no event will cause the Company to shares of any other selling stockholder be included in such registration that would reduce the number of shares it wishes to offer; and (ii) all shares that are not which may be included by Holders without the written consent of Holders of a majority of the Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of proposed to be sold in the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedoffering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a partnership, the Holder limited liability company or corporation, Affiliates of such Holder, partners, retired partners, members, retired members and the partners and retired partners stockholders of such Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, Persons shall be deemed to be a single “Holder,” and any pro-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 Persons included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, 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 pro-pro- rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members Immediate 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. If a registration statement under of which the Company gives notice under this Section 3.4 2.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesHolders. In such event, the right of any Holder to include such Holder’s Registrable Securities to be included in a such registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the Company or the managing underwriter(s) determine(s) in good faith underwriters determine that marketing factors require a limitation of the number of shares securities to be underwritten, then the Company or the managing underwriter(s) underwriters 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 first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that the right . In no event will shares of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall any other selling stockholder be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to would reduce the number of shares it wishes to offer; and (ii) all shares that are may be included by selling Holders without the written consent of not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director less than a majority in interest of the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedselling Holders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days prior to the effective date of the registration statementmanaging underwriters. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. Notwithstanding the foregoing, in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering or (ii) any securities held by a Founder be included in such offering if any Registrable Securities held by any Holder (and that such Holder has requested to be registered) are excluded from such offering. For any Holder that is a partnership, the Holder and limited liability company, corporation or venture capital fund, the partners and or members, retired partners or members or shareholders or an affiliated venture capital fund of such Holder, or the estates and immediate family members of any such partners and retired partners of the foregoing persons 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, persons shall be deemed to be a single “Holder,” , and any pro-pro rata reduction with respect to such “Holder” 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 a the registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities Holder to be included in a registration pursuant to this Section 3.4 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCompany. Notwithstanding any other provision of this the Agreement, if the managing underwriter(s) determine(s) underwriter determines 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and ; second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holderthe Holders; providedand third, however, that the right to any shareholder of the underwriter(sCompany (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 exclude shares (including Registrable Securities) from be included in the registration and underwriting as described above shall be restricted so that or (iii) reduce the number amount of Registrable Securities securities of the selling Holders included in any such the registration is not reduced below twenty-five percent (25%) of the aggregate number total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities for of the Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any other selling shareholder be included in such registration which inclusion has been requested, even if this will cause the Company to would reduce the number of shares it wishes to offer; and (ii) all shares that are which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 proposed to be a single “Holder,” and any pro-rata reduction with respect to such “Holder” shall be based upon sold in the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceoffering.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 is for Investor or Eligible Holder(s) intend(s) to distribute the Registrable Securities covered by its (their) request by means of an underwritten offeringunderwriting, then the Company Investor or such Eligible Holder(s) shall so advise the Holders Company as a part of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration its request made pursuant to this Section 3.4 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 herein2.1(a). All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingHolders of a majority of the Registrable Securities to be covered thereby. Notwithstanding any other provision of this AgreementSection 2.1, if the managing underwriter(s) determine(sadvise(s) the Company in good faith writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the managing underwriter(s) may exclude shares from Company shall so advise the registration and the underwritingEligible Holder(s), and the number of shares Registrable Securities that may be included in the registration and the underwriting shall be allocated, first reduced as required by the underwriter(s) and allocated among the Holders and the Existing Registration Right Holders on a pro rata basis according to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-rata basis based on the total number of Registrable Securities then outstanding held by each Holder as to which such Holder is requesting registration and the number of Ordinary Shares then outstanding held by each such HolderExisting Registration Right Holder as to which such Existing Registration Right Holder is requesting registration; provided, however, that the right of the underwriter(s) to exclude shares (including Ctrip Registrable Securities) from the Securities may, at Ctrip’s election, be included in such registration before applying any such reduction; and underwriting as described above shall be restricted so provided, further, that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any Holder to be included in such underwriting and registration shall not be reduced unless all other Personsecurities (other than the Ctrip Registrable Securities) are first excluded from the underwriting and registration (including, including without limitation, any Person who is an employee, officer or director of securities which the Company or any Subsidiary of may seek to include in the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedfor its own account). If any a Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, 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 pro-pro rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer, unless such offering is the initial public offering of the Company’s securities, in which case, all of the requested Registrable Securities may be excluded if the managing underwriter(s) make the determination described above and no other Holder’s securities are included; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary Domestic Entity or any Affiliate of the Company or any Domestic Entity) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Personspersons, 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-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares Registrable Securities carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 2.13, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each the Holders of Preferred Registrable Securities, and third, to holders of other securities of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-rata basis based on the total number of Registrable Securities then held by each such HolderCompany; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded and any Registrable Securities that are not Preferred Registrable Securities shall be excluded from such registration and underwriting before any Preferred Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 4 is for an underwritten offering, then the Company shall so advise the Holders of the Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All the Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementSchedule but subject to Section 12, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude shares (including the Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of the Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of shares of the Registrable Securities Securities, on a pro rata basis, for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other PersonPerson who is not a Holder, including including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 1.2 is for an underwritten offering, then the Company shall will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 shall 1.2 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall will enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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 Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall will be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall will be excluded and withdrawn from the registration. For any Holder that which is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners shareholders 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 persons will be deemed to be a single “Holder,” and any pro-pro rata reduction with respect to such “Holder” shall will 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 a the registration statement under of which the Company gives notice under this Section 3.4 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 such Holder’s Holder to include Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCompany. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith underwriter advises the Company that marketing factors require a limitation the aggregate amount of the number of shares such Registrable Securities requested to be underwrittenincluded in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the managing underwriter(s) Company shall include in such registration only the aggregate amount of Registrable Securities that the underwriter believes may exclude shares from be sold without any such material adverse effect and shall allocate the registration and the underwriting, and the number amount of shares that may Registrable Securities to be included in the registration and the underwriting shall be allocatedsuch registration, first first, to the Company, and ; second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offerHolders; and (ii) all shares that are not Registrable Securities and are held by third, to any other Person, including any Person who is an employee, officer or director stockholder of the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded(other than a Holder) on a pro rata basis. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a partnership, limited liability company or corporation, the Holder partners, retired partners, members, retired members and the partners and retired partners stockholders of such Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, Persons or the Holder and all corporations that are affiliates Affiliates of such Holder, Holder shall be deemed to be a single “Holder,” and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, 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 pro-pro rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Personspersons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates Affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro-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 a registration statement under which the ------------ Company gives notice under this Section 3.4 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 such Holder’s 's Registrable Securities to be included in a registration pursuant to this Section 3.4 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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 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 first, to the ----- Company, and second, to each of the Holders requesting inclusion of their ------ Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that the right of the underwriter(s) underwriters to exclude shares -------- ------- (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five twenty percent (2520%) of the aggregate number of shares included in the registration, except for a registration relating to the Company's initial public offering, from which all Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first may be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners shareholders 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 of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, persons shall be deemed to be a single “"Holder,” ", and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwritingunderwriting (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Agreement, if the managing 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-five percent (75%) 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 pro-pro rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer officer, consultant or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Personspersons, 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-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 a registration statement under which the Company gives notice under this Section 3.4 1.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such HolderHxxxxx’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwritingunderwriting (including a market stand-off agreement of up to 180 days if required by such underwriters). Notwithstanding any other provision of this AgreementExhibit C, if the managing 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(sCompany shall include in such offering (i) may exclude shares from first, all the registration and securities the underwritingCompany proposes to register for its own account, and (ii) second, Holder’s Registrable Securities and other shares of Common Stock of the Company requested to be included by other investors having written registration rights agreements with the Company respecting such shares (“Other Registrable Securities”), with Holder and each such investor proposing to sell such shares participating in such registration on a pro rata basis, such participation to be based upon 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 pro-rata basis based on the total number of and Other Registrable Securities then held by the Holder and each such Holderinvestor, respectively; provided, however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities or Other Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, employee or officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration and underwriting before any Registrable Securities and Other Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 Personspersons, 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-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. (a) If a registration statement under which the Company gives notice under this Section 3.4 3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. . (b) Notwithstanding any other provision of this Agreement, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Investors requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Investor, third, to the other Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such HolderHolder and fourth, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded, unless otherwise approved by the holders of a majority of the Registrable Securities. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 Clause 4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s 's Registrable Securities to be included in a registration pursuant to this Section 3.4 Clause 4 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Clause 12, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 1.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 first, to the Company, and second, second to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that the right of the underwriter(s) Holder has requested to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedregistration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice notice, given in accordance with Section 3.1 hereof, to the Company and the underwriter(s) underwriter, delivered at least ten twenty (1020) Business Days days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners shareholders 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, persons shall be deemed to be a single “Holder,” and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All the Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such HolderHolder and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude shares (including the Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and all shares that are held by any other Person, including any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under for which the Company gives notice under this Section 3.4 2.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesHolders. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 2.12, if the managing 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 Registrable Securities requested to be registered from the registration and the underwriting, and the number of shares Registrable Securities that may be included in the registration and the underwriting shall be allocated, first first, to the Company, second, to the holders of Series C Shares, Series B Shares and secondSeries 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 such registration statement on a pro-pro rata basis basis, in each case based on the total number of shares of Registrable Securities then held by each such HolderHolder , and fourth to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities held by holder(s) of the Series C Shares, Series B Shares and Series A-1 Shares included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares of Registrable Securities held by holder(s) of the Series A Shares or all other shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, consultant, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration and underwriting before any Registrable Securities held by holder(s) of the 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which Investor intends to distribute the Registrable Securities covered by its request by means of an underwriting, then it shall so advise the Company gives notice under as a part of its request made pursuant to this Section 3.4 is for 2.4. In the event of an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Investor to include its Registrable Securities to be included in a such registration pursuant to this Section 3.4 shall be conditioned upon such HolderInvestor’s participation in such underwriting and the inclusion of such HolderInvestor’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing If Investor proposes to distribute their Registrable Securities its securities through such underwriting an underwriting, it shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwritingunderwriting by it and reasonably acceptable to the Company. Notwithstanding any other provision of this AgreementSection 2.4, if the managing underwriter(s) determine(sadvise(s) the Company in good faith writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwritingCompany shall so advise Investor, and the number of shares Registrable Securities that may be included in the registration and the underwriting shall be allocated, first reduced as required by the underwriter(s) and allocated among the holders of Registrable Securities on a pro rata basis according to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-rata basis based on the total number of Registrable Securities then held by each such HolderShareholder requesting registration (including Investor); 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 restricted so that (i) the number of Registrable Securities to be included in any such underwriting and registration is shall not be reduced below twenty-five percent (25%) of unless all other securities are first entirely excluded from the aggregate number of Registrable Securities for which inclusion has been requestedunderwriting and registration including, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) without limitation, all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedGroup Companies. If any Holder Investor disapproves of the terms of any such underwriting, such Holder Investor may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities and/or other securities so 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 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 Investor and all corporations that are affiliates Affiliates of such Holder, Investor shall be deemed to be a single “HolderShareholder,” and any pro-pro rata reduction with respect to such “HolderShareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “HolderShareholder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, 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 pro-pro rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Personspersons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates Affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares Registrable Securities carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any person (other Personthan any Holder), including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 4, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders holders of Series A-2 Preferred Shares requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holderholder, third, to each of the holders of Series A-1 Preferred Shares requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such holder, fourth, to each of the holders of Series Seed-C Preferred Shares requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such holder, fifth, to each of the holders of Series Seed-B Preferred Shares requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such holder, sixth, to each of the holders of Series Seed-A Preferred Shares requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such holder, and seventh, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 2.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 shall 2.2 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the one or more managing underwriter(s) determine(s) underwriters determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the one or more managing underwriter(s) underwriters 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, if applicable, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such HolderHolder (or such other proportions as agreed among all the selling Holders); provided, however, except that the right of the underwriter(s) one or more underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) % of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer officer, consultant or director of the Company (or any Subsidiary subsidiary of the Company shall Company), will first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days one or more underwriters, delivered prior to the effective date filing of the registration statement“red xxxxxxx” prospectus related such offering. Any Registrable Securities excluded or withdrawn from such underwriting shall will be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 2.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 shall 2.2 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the one or more managing underwriter(s) determine(s) underwriters determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the one or more managing underwriter(s) underwriters 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, if applicable, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such HolderHolder (or such other proportions as agreed among all the selling Holders); provided, however, except that the right of the underwriter(s) one or more underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) % of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer officer, consultant or director of the Company (or any Subsidiary subsidiary of the Company shall Company), will first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) at least ten (10) Business Days one or more underwriters, delivered prior to the effective date filing of the registration statement“red hxxxxxx” prospectus related such offering. Any Registrable Securities excluded or withdrawn from such underwriting shall will be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 2.5 is for an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesInvestor. In such event, the right of any such HolderInvestor’s Registrable Securities to be included in a registration pursuant to this Section 3.4 2.5 shall be conditioned upon such HolderInvestor’s participation in such underwriting and the inclusion of such HolderInvestor’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing If Investor proposes to distribute their its Registrable Securities through such underwriting underwriting, Investor shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, 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 Shareholders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such HolderShareholder; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company Group Companies shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holder Investor disapproves of the terms of any such underwriting, such Holder Investor may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Investor and all corporations that are affiliates Affiliates of such Holder, Investor shall be deemed to be a single “Holder,” Shareholder, and any pro-pro rata reduction with respect to such “Holder” Investor shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” Shareholder”, as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this AgreementAgreement but subject to Section 2.12, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each Tencent on a pro rata basis based on the total number of shares of Registrable Securities then held by it, third, to the other Holders requesting inclusion including of their Registrable Securities in such registration statement on a pro-pro rata basis 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 right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) in any offerings after the IPO, the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company Group Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) ), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a registration statement under which the Company gives notice under this Section 3.4 2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s 's Registrable Securities to be included in a registration pursuant to this Section 3.4 2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) underwriter 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 first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twentyseventeen and one-five half percent (2517.5%) of the aggregate number shares included in the registration, and (ii) any such exclusion shall be allocated pro rata among selling stockholders on the basis of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes proposed to offer; and be sold in the underwriting, provided that Registerable Securities shall comprise not less than forty percent (ii40%) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first shares to be excluded from sold by such registration and underwriting before any Registrable Securities are so excludedselling stockholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten two (102) Business Days days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If a the registration statement under of which the Company gives notice under this Section 3.4 5.1 is for an underwritten offering, then the Company shall will so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Holder to include Registrable Securities to be included in a registration pursuant to this Section 3.4 shall 5.1 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company for such underwritingCompany. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) underwriter determines 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, and the number of shares that may be included in the registration and the underwriting shall will be allocated, first to among the Company, Company and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company shall first be excluded from such registration and underwriting before any Registrable Securities are so excludedHolders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall will be excluded and withdrawn from the registration. For any Holder that which is a partnership, limited liability company or corporation, the Holder partners, retired partners, members, retired members and the partners and retired partners stockholders of such Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall persons will be deemed to be a single “Holder,” and any pro-pro rata reduction with respect to such “Holder” shall will 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 a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s 's Registrable Securities to be included in a registration pursuant to this Section 3.4 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) underwriter 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 first, to any holders of registration rights who exercised such rights to cause the Company to file the registration statement; second, to the Company, and secondthird, to each of the Holders and any other holders of similar "piggyback" registration rights ("Other Holders") requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of Registrable Securities then held by each such HolderHolder and Other Holders; provided, however, that the right of the underwriter(s) underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five ten percent (2510%) of the aggregate number of shares included in the registration, except for a registration relating to the Company's initial public offering from which all Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offershall be excluded; and (ii) all shares that are not Registrable Securities and are held by any other Person, including any Person persons who is an employee, officer are employees or director directors of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to the Company and the underwriter(s) underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a partnershippartnership or corporation, the Holder and the partners, retired partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, persons shall be deemed to be a single “"Holder,” ", and any pro-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 a registration statement under which the Company gives notice under this Section 3.4 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 such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3.4 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. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. Notwithstanding any other provision of this Agreement, if the managing 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, and the number of shares that may be included in the registration and the underwriting shall be allocated, first first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; 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 restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five thirty percent (2530%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested, even if this will cause the Company to reduce the number of shares it wishes to offer; and (ii) all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company Company) shall first be excluded from such registration 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 delivering a written notice to tin the Company and the underwriter(s) ), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any 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 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 shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.