Common use of Underwriting Clause in Contracts

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s securities and such person’s other securities of the Company and their its acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwritingHolders) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling such Holders on a Fully Diluted basis; and (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who that have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend (a) If, pursuant to Section 2(a)(i), Holder 1 intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to this Section 2.1 2(a)(i), and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Demand Notice. The underwriter(s) will be selected by Holder 1. In such event, the right of any Holder to include all or any portion of its such Holder’s Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwritingunderwriting shall (together with the Company as provided in Section 4(l)) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters underwriter(s) selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 2.13(a), if the underwriters advise the Initiating Holders managing underwriter(s) advise(s) Holder 1 in writing that marketing factors require a limitation on the number of shares to be underwritten, then Holder 1 shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned pro rata allocated among such Holders of Registrable Securities, including Holder 1, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders based on Holders; provided, however, that (i) the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting, and (ii) any Registrable Securities which are not PQ Registrable Securities shall not be excluded from such underwriting unless all PQ Registrable Securities are first excluded from such offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. For purposes of the provision in this Section 3(a) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 2(b), the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable) to the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. In To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in such 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 thirty percent (30%) of the total number of securities included in such offering or (iii) notwithstanding (ii) above, any Registrable Securities which are not PQ Registrable Securities be excluded from such registration underwriting unless all other stockholders’ securities and securities for the account PQ Registrable Securities are first excluded from such offering. For purposes of the Company have been first excluded. If provision in this Section 3(b) concerning apportionment, for any selling Holder that is a person who has requested inclusion in partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such registration as provided above does not agree to Holder, or the terms estates and Immediate Family Members of any such underwritingpartners, such person retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be excluded therefrom by written notice from deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any aggregate number of Registrable Securities or other securities excluded or withdrawn from owned by all Persons included in such underwriting “selling Holder,” as defined in this sentence. (c) For purposes of Section 2(a)(i), a registration shall also not be withdrawn from such registration. If shares are so withdrawn from counted as “effected” if, as a result of an exercise of the registration and if underwriter’s cutback provisions in Section 3(a), fewer than fifty percent (50%) of the total number of shares Registrable Securities that Holders have requested to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveRegistration Statement are actually included.

Underwriting. If a Requestor initiates the Initiating Holders intend Registration request under this Section 2.2 and intends to distribute the Registrable Applicable Securities covered by their its request by means of an underwritingunderwritten offering, they then the Requestor shall so advise the Company as a part of their its request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)2.2. In such event, the right of any Holder the Selling Shareholders to include all or any portion of its Registrable their Applicable Securities in a registration pursuant to this Section 2.1 such Registration shall be conditioned upon such Holder’s each Selling Shareholder's participation in such underwriting and the inclusion of such Holder’s Registrable their Applicable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing Requestor proposes to distribute their its securities through such underwriting) , each Selling Shareholder shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest Requestor, with the consent of the Initiating HoldersCompany, which underwriters consent shall not be reasonably acceptable to the Companyunreasonably withheld. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company and the Selling Shareholders in writing that marketing factors require a limitation on in its or their opinion the number of shares securities requested to be underwrittenregistered exceeds the number which can be sold in such offering without materially adversely affecting the pricing, timing or likely success of the offering (with respect to any offering, the "Maximum Number"), then the Company shall so advise the Selling Shareholders and include such Maximum Number in the Registration. The number of Registrable Securities shares that may be so included in the Registration and the underwriting shall be apportioned pro rata among allocated, first, to the selling Holders Requestor, and second, to the other Selling Shareholders based on the number relative proportion of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by shares of all such selling Holders. In no event shall Registrable Securities Selling Shareholders requested to be excluded from such registration unless all so registered, and third, to the Company and to other stockholders’ securities and securities for the account securityholders of the Company who have been first excludedrequested that their securities be included in such Registration Statement and who hold contractual registration rights with respect to such securities. If a person who has requested inclusion in such registration as provided above does not agree to Selling Shareholder disapproves of the terms of any such underwriting, such person shall be excluded the Selling Shareholder may elect to withdraw therefrom by written notice from to the CompanyCompany and the underwriter, delivered at least ten (10) business days prior to the underwriter or effective date of the Initiating Holders. The securities so excluded shall also be withdrawn from registrationRegistration Statement. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such registrationthe Registration. If shares are so withdrawn from the registration and if the number For purposes of shares to this agreement, an "underwritten offering" shall be included in such registration was previously reduced as a result of marketing factors an offering pursuant to this Section 2.1(d), then the Company shall then offer which securities are sold to all Holders who have retained rights a broker-dealer or other financial institution or group thereof for resale by them to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveinvestors.

Underwriting. If Holders of at least 50% of the Registrable Securities ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise notify the Company as a part of their request made pursuant Company. The Holders whose shares are to this Section 2.1 be included in such registration and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement and related agreements in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. In any case, such representative shall be a nationally recognized underwriter in good standing. Such underwriting agreement will contain such representations and warranties by the Company and such other terms and provisions as are customary for underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution, the provision of opinions of counsel and accountants' letters and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Holders. The Company shall cooperate fully with the Holders and the underwriters in connection with any underwritten offering. Notwithstanding any other provision of this Section 2.13.2, if the representative of the underwriters advise advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company held by other stockholders shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, still further reductions are required, the number of Registrable Securities that may be so shares included in the registration by each Holder shall be apportioned reduced on a pro rata among the selling Holders basis (based on the number of Registrable Securities shares held by such Holder), by such minimum number of shares as is necessary to comply with such request; provided, that there shall be no reduction in the number of shares included in the registration by any Holders until all selling Holders or in such shares of other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be stockholders have been excluded from such registration unless all registration. No Registrable Securities or any other stockholders’ securities and securities for excluded from the account underwriting by reason of the Company have been first excludedunderwriter's marketing limitation shall be included in such registration. If a person any other stockholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded withdrawn shall also be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities or other securities excluded to be underwritten, the Company and officers and directors of the Company may include its or withdrawn from such underwriting shall also be withdrawn from their securities for its or their own account in such registration. If shares are , or for the account of others, if the representative so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. (i) If the Initiating Holders intend to distribute registration statement under which the Registrable Securities covered by their request by means of Company gives notice under this Section 2.3 is for an underwritingunderwritten offering, they the Company shall so advise the Company as a part Holders of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Registrable Securities. In such event, the right of any such Holder to include all or any portion of its Registrable Securities be included in a registration pursuant to this Section 2.1 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. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. . (ii) Notwithstanding any other provision of this Section 2.1the Agreement, if the underwriters advise the Initiating Holders underwriter determines in writing good faith that marketing factors require a limitation on of the number of shares to be underwritten, the number of Registrable Securities shares that may be so included in the underwriting shall be apportioned allocated, first, to the Company; second, to the Holders on a pro rata among the selling Holders basis based on the total number of Registrable Securities held by all selling Holders or the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis. Except as may be required pursuant to the remainder of this subsection (ii), no such reduction shall reduce the securities being offered by the Company for its own account to be included in such other proportions as shall mutually be agreed to by all such selling Holdersthe registration and underwriting. In no event shall the amount of securities of the selling Holders included in the registration be reduced below thirty percent (30%) of the total amount of securities included in such registration, unless such offering 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 of the Holders may be excluded from such registration unless all other stockholders’ securities and securities for in accordance with the account first sentence of the Company have been first excludedthis subsection (ii). If a person who has requested inclusion in such registration as provided above does not agree to the terms In no event will shares of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to selling stockholder be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to which would reduce the number of shares so withdrawn, with such shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be allocated among such Holders requesting additional inclusion, as set forth abovesold in the offering.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-Company, which underwriters are reasonably acceptable to a majority in interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing Company that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; and (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares securities are so withdrawn from the registration and if the number of shares securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares securities so withdrawn, with such shares securities to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a Qualified Offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 3.1(a). In such event, the any right of any Holder the Holders to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 Article 3 shall be conditioned upon such Holder’s their participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)underwriting. The Company shall (together with all Holders proposing to distribute their securities through such underwritingunderwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. . (a) Notwithstanding any other provision of this Section 2.1Article 3, if the underwriters advise managing underwriter advises the Initiating Holders of Offerable Securities in writing that marketing factors require a limitation on of the number of shares to be underwritten, the number of Registrable underwriter may exclude some or all Offerable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities Company shall so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration advise all Holders of Offerable Securities, and if the number of shares of Common Stock to be included in such registration was previously reduced as a result shall be allocated with the following priority: (i) for the account of marketing factors the Company, all shares of Common Stock proposed to be sold by the Company; (ii) for the account of the Holders of Offerable Securities participating in such registration, except to the extent such registration is being offered pursuant to this Section 2.1(dthe exercise of demand rights of any Other Stockholders (defined in clause (iii) below) (in which case such Other Stockholders shall have priority over the Holders); and (iii) except as provided in clause (ii), then for the account of any other stockholder of the Company participating in such registration other than the Holders (“Other Stockholders”). No Offerable Securities excluded from the underwriting by reason of the underwriters’ marketing limitation shall then offer to all be included in such registration. (b) The Company shall so advise the Holders who have retained rights to include securities in and the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to Other Stockholders of any such limitation, and the number of shares so withdrawn, with such shares of Common Stock held by the Holders and by the Other Stockholders that may be included in the registration. If the Holders disapprove of the price at which the Offerable Securities are to be allocated among sold under this Article 3, they may elect to irrevocably withdraw therefrom by written notice to the Company, WM Sub and the managing underwriter. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Article 3 prior to the effectiveness of such Holders requesting additional inclusionregistration, as set forth abovewhether or not a Holder has elected to include Offerable Securities in such registration.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 The piggyback and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right participation rights of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to Section 3 or this Section 2.1 4 shall be conditioned upon such Holder’s acceptance of the terms of, and participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1in, the Initiating Holders shall, on behalf of all Holders, offer underwriting arrangements as agreed to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of by the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10managing underwriter(s). The Company shall (together with all All Holders proposing to distribute their securities Registrable Securities through such underwritingunderwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting; provided, however, notwithstanding any other provisions in this Agreement, each Holder, in its capacity as a Holder, shall not be required by any underwriting agreement (or other agreement in connection with such offering) (i) to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the ownership of such Holder’s Registrable Securities and such Holder’s intended method or methods of disposition and any other representation required by law or (ii) to furnish any indemnity to any Person which is broader than the indemnity furnished by such Holder pursuant to Section 8(b). In the event of any registration or offering initiated by the majority-in-interest of Company, the Initiating Holders, which Company shall select the underwriters shall be reasonably acceptable to the Companyparticipate in such registration or offering in its sole discretion. Notwithstanding any other provision of this Section 2.14, if the underwriters advise the Initiating Holders in writing managing underwriter(s) determine that marketing factors require a limitation on of the number of shares to be underwrittenunderwritten in a Company-initiated registration or offering, the Company shall so advise all Holders whose securities would otherwise be registered or offered pursuant hereto, and the number of shares of Registrable Securities that may be so included in the registration or underwritten offering shall be apportioned pro rata among so limited and, except as otherwise provided herein, shall be allocated as follows: (iii) first, to the selling Holders based on the number of Company; (iv) second, if there remains additional availability for additional Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced or underwritten offering, among all Holders in proportion, as a result nearly as practicable, to the respective amounts of marketing factors Registrable Securities requested by such Holders to be included in the registration or underwritten offering; and (v) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offering. If any Holder disapproves of the terms of any underwriting related to any underwritten offering effected pursuant to Section 3 or this Section 2.1(d4, the Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s). If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the managing underwriter(s)), then the Company shall then offer to all Holders who have retained rights to include securities included Registrable Securities in the registration or underwritten offering the right to include additional shares of Registrable Securities in the registration same proportion used in an aggregate amount equal to determining the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveparticipation limitation in Section 3(b) or this Section 4(b).

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest Company and approved by Holders of at least a majority of the Initiating Holders, which underwriters shall be reasonably acceptable to the CompanyRegistrable Securities. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and (including securities for the account of the Company Company) have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in a underwriting. In such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If case, if the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest Initiating Holders holding in the aggregate a majority of the Registrable Securities held by the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata among the selling Holders based on percentage of Registrable Securities held by such Holders, assuming conversion (provided that if, by operation of this clause (i), the number of Registrable Securities to be so included is reduced to less than 50% of the aggregate number of Registrable Securities so requested by all Holders to be included, then the holders of a majority of the Registrable Securities may withdraw the request for such registration and, in such a case, (A) such registration shall not be counted as a registration “initiated” by the Company for purposes of Section 2.1(b)(iv) or “effected” by the Company for purposes of Section 2.3(b)(iii) and (B) the Company shall bear the Registration Expenses of such registration notwithstanding any provision of Section 2.4 to the contrary); and (ii) second, among all Other Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by all selling Holders such Other Selling Stockholders, assuming conversion; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other stockholders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If Subject to the Initiating Holders intend to distribute last sentence of Section 3.3(a), if the Registrable Securities covered by their request by means registration of which the Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 3.3(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 3.3 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. If the Company shall request inclusion in any registration pursuant All Holders proposing to this Section 2.1 dispose of securities being sold for its own accounttheir Registrable Securities through such underwriting, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of together with the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute other parties distributing their securities through such underwriting) , shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.13.3, if the underwriters shall advise the Initiating Holders in writing Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwritten, then the Company may limit the number of Registrable Securities to be included in the registration and underwriting, subject to the terms of this Section 3.3. The Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned allocated in the following manner: first, to the Company and second, to the Holders on a pro rata among the selling Holders basis based on the total number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling the Holders. In no event shall ; provided, that any Registrable Securities thereby allocated to a Holder that exceed such Holder’s request shall be excluded from reallocated among the remaining requesting Holders in like manner. No such registration unless all other stockholders’ reduction shall (i) reduce the securities and securities for the account of being offered by the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares for its own account to be included in such the registration was previously reduced as a result and underwriting, or (ii) reduce the amount of marketing factors pursuant to this Section 2.1(d), then securities of the Company shall then offer to all selling Holders who have retained rights to include securities included in the registration below twenty-five percent (25%) of the right to total amount of securities included in such registration, unless such offering does not include additional shares of any other selling security holders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the registration immediately preceding sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in such a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.102.9). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; and (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(iSection 1.2(a). In such event, the right of any Holder to include all his, her, or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.11.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata among the selling Holders based on basis according to the number of Registrable Securities then outstanding held by all selling Holders or each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such a underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling such Holders (on an as-converted to Common Stock basis); (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend propose to distribute the Registrable Securities covered by their request by means of pursuant to an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)2. The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Holders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute Unless the Registrable Securities covered may be registered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such eventon Form S-3, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.11.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 1 (including Section 2.101.13). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the a majority-in-interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.11.2, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders or such Holders, assuming conversion; provided, however, that the number of shares of Registrable Securities to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been are first excludedentirely excluded from the underwriting and registration. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners, members, former members and stockholders of such holder, or the estates and family members of any such partners and retired partners, members and former members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d)1.2, then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend Company intends to distribute the Registrable Securities covered by their request its registration by means of an underwritingunderwritten offering, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 2.4(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 2.4 shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the extent provided herein. If the The Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf together with all participating Holders of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation Registrable Securities of the Company or such other persons in such underwriting (if any) proposing (and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing permitted) to distribute their securities through such underwriting) underwritten offering, enter into an underwriting agreement in customary form (containing such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type) with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest Company. Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Initiating Holders, which underwriters Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Holder shall be reasonably acceptable entitled to participate in such underwritten offering unless such Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the Companyterms of such underwriting agreement. Notwithstanding any other provision of this Section 2.12.4, if the managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities included in a registration pursuant to this Section 2.4 shall advise the Initiating Company and the Existing Holders that have requested to participate in writing such registration that marketing factors require the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without being likely to have a limitation significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the number of shares of Registrable Securities that may be included in such registration shall be (1) first, 100% of the securities that the Company proposes to be underwrittensell, (2) second, and only if all the securities referred to in clause (1) have been included, the number of Registrable Securities that may the Existing Holders proposed to include in such registration, which, in the opinion of such managing underwriter or underwriters, can be so included shall sold without having such adverse effect in such registration, with such number to be apportioned allocated pro rata among the selling such Existing Holders that have requested to participate in such registration based on the relative number of Registrable Securities then held by each such Existing Holder (provided, that any securities thereby allocated to an Existing Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Existing Holders in like manner) and (3) third, only if all selling Holders or of the Registrable Securities referred to in clause (2) have been included in such registration, any other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities eligible for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to that, in the terms opinion of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the managing underwriter or the Initiating Holders. The securities so excluded shall also underwriters, can be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from sold without having such underwriting shall also be withdrawn from adverse effect in such registration. If shares are so withdrawn No securities excluded from the registration and if underwriting by reason of the number of shares to managing underwriter’s or underwriters’ marketing limitation shall be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 The piggyback and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right participation rights of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to Section 3 or this Section 2.1 4 shall be conditioned upon such Holder’s acceptance of the terms of, and participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1in, the Initiating Holders shall, on behalf of all Holders, offer underwriting arrangements as agreed to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of by the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10managing underwriter(s). The Company shall (together with all All Holders proposing to distribute their securities Registrable Securities through such underwritingunderwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting; provided, however, notwithstanding any other provisions in this Agreement, each Holder, in its capacity as a Holder, shall not be required by any underwriting agreement (or other agreement in connection with such offering) (i) to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the ownership of such Holder’s Registrable Securities and such Holder’s intended method or methods of disposition and any other representation required by law or (ii) to furnish any indemnity to any Person which is broader than the indemnity furnished by such Holder pursuant to Section 8(b). In the event of any registration or offering initiated by the majority-in-interest of Company, the Initiating Holders, which Company shall select the underwriters shall be reasonably acceptable to the Companyparticipate in such registration or offering in its sole discretion. Notwithstanding any other provision of this Section 2.14, if the underwriters advise the Initiating Holders in writing managing underwriter(s) determine that marketing factors require a limitation on of the number of shares to be underwrittenunderwritten in a Company-initiated registration or offering, the Company shall so advise all Holders whose securities would otherwise be registered or offered pursuant hereto, and the number of shares of Registrable Securities that may be so included in the registration or underwritten offering shall be apportioned pro rata among so limited and, except as otherwise provided herein, shall be allocated as follows: (i) first, to the selling Holders based on the number of Company; (ii) second, if there remains additional availability for additional Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced or underwritten offering, among all Holders in proportion, as a result nearly as practicable, to the respective amounts of marketing factors Registrable Securities requested by such Holders to be included in the registration or underwritten offering; and (iii) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offering. If any Holder disapproves of the terms of any underwriting related to any underwritten offering effected pursuant to Section 3 or this Section 2.1(d4, the Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s). If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the managing underwriter(s)), then the Company shall then offer to all Holders who have retained rights to include securities included Registrable Securities in the registration or underwritten offering the right to include additional shares of Registrable Securities in the registration same proportion used in an aggregate amount equal to determining the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveparticipation limitation in Section 3(c) or this Section 4(b).

Underwriting. If If, pursuant to this Section 1.3, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and 1.3(a). The underwriter(s) will be selected by the Company shall include such information in Initiating Holders, subject only to the written notice referred to in subsection 2.1(a)(i)reasonable approval of the Company. In such event, the right of any Holder to include all or any portion of its such Holder’s Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters underwriter(s) selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 2.11.3(b), if the underwriters advise managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned pro rata allocated among such Holders of Registrable Securities, including the selling Holders based on Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities held owned by all selling Holders each Holder or in such other proportions proportion as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting; provided, such person shall be excluded therefrom by written notice from the Companyhowever, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if that the number of shares Registrable Securities held by the Holders to be included in such registration was previously underwriting shall not be reduced as a result unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of marketing factors pursuant to this Section 2.1(d)shares in accordance with the above provisions, then the Company shall then offer to all Holders who have retained rights to include securities in or the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to underwriters may round the number of shares so withdrawn, with such shares allocated to be allocated among such Holders requesting additional inclusion, as set forth aboveany Holder to the nearest one hundred (100).

Underwriting. If the Initiating Holders Major Holder requesting registration under this Section 2.2 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2(a), and the Company shall include such information in the written notice referred to in subsection 2.1(a)(iSection 2.2(a). In such event, the right of any Holder to include all or any portion of its such Holder’s Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 2.2(a) of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Major Holders shall, on behalf of all Holders, offer to include such securities in the underwriting underwriting, and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)securities. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating initiating Holders, which underwriters unless the Company itself shall be reasonably acceptable to the Companyselected underwriter, in which case the consent of the Holders shall not be required. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Company securities that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such Registration Statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion or in such other proportions as shall mutually be agreed exercise; (ii) second, to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Major Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 3.1(a). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 Article 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. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwritingunderwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. . (a) Notwithstanding any other provision of this Section 2.1Article 3, if the underwriters advise the Initiating Holders in writing managing underwriter determines that marketing factors (including pricing) require a limitation on of the number of shares to be underwritten, the number Holders of Registrable Securities that shall have priority as to sales over the other holders of the Company’s securities, and the Company shall cause such other holders to withdraw their shares from such offering to the extent necessary to allow all requesting Holders of Registrable Securities to include all shares so requested to be included in such registration. Whenever the number of shares which may be so registered pursuant to Article 3 is still limited by this Section 3.2(a), the Company shall have priority as to sales over the Holders of Registrable Securities, and each Holder of Registrable Securities hereby agrees that it shall withdraw its Registrable Securities from such registration to the extent necessary to allow the Company to include all the shares which the Company desires to sell for its own account to be included within such registration. The Holders of Registrable Preferred Securities given rights by this Article 3 and participating in an offering pursuant to Section 3.1 together shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number of shares of Registrable Preferred Securities then held by such participating Holders. If after the inclusion of such Registrable Preferred Securities, it is possible to include additional shares in such registration, the Original Stockholders given rights by this Article 3 and participating in an offering pursuant to Section 3.1 together shall share pro rata in the remaining available portion of the registration in question, such sharing based upon the number of shares of Original Stockholder Shares then held by such participating Original Stockholders. No Registrable Securities excluded from the underwriting by reason of the underwriters’ marketing limitation shall be apportioned pro rata among included in such registration. (b) The Company shall so advise all Holders and the selling Holders based on other holders distributing their securities through such underwriting of any such limitation, and the number of shares of Registrable Securities held by all selling Holders or that may be included in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationmanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration, but the Holder shall continue to be bound by Section 11.10 hereof. If shares are so withdrawn from by the registration and if the withdrawal of such securities a greater number of shares to Registrable Securities held by other Holders may be included in such registration was previously reduced as a result (up to the maximum of marketing factors pursuant to this Section 2.1(dany limitation imposed by the underwriters), then the Company shall then offer to all Holders who have retained rights included (or requested to include securities include) Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 3.2. (c) The Company shall have the right to terminate or withdraw any registration in an aggregate amount equal initiated by it under this Article 3 prior to the number effectiveness of shares so withdrawnsuch registration, with whether or not a Holder has elected to include Registrable Securities in such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata among percentage of Registrable Securities held by such Holders; (ii) second, to the selling Other Selling Equity Holders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Other Selling Equity Holders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. In no event shall the number of Registrable Securities or Other Shares underwritten in such registration be limited unless and until all shares held by all selling persons other than Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be Other Selling Equity Holders including the Company, are completely excluded from such registration unless all other stockholders’ securities and securities for offering. Notwithstanding the account foregoing, no such reduction shall reduce the value of the Company have been first excludedRegistrable Securities of the Holders included in such registration below thirty percent (30%) of the total value of securities included in such registration. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Equity Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Equity Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute Unless the Registrable Securities covered may be registered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such eventon Form S-3, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company; provided, however, that the liability of each Holder of Registrable Securities in respect of any indemnification, contribution or other obligation of such Holder arising under such underwriting agreement (i) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of, and relating to, such Holder expressly for inclusion therein and (ii) shall not in any event exceed an amount equal to the net proceeds to such Holder (after deduction of all underwriters’ discounts and commissions paid by such Holder) from the disposition of the Registrable Securities disposed of by such Holder pursuant to such registration. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany; and (iii) third, to the Other Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i)) . In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-Company, which underwriters are reasonably acceptable to a majority in interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Shareholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Shareholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and other Selling Shareholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in such a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; and (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be reasonably acceptable Holders subject to the consent of the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the Registration Rights Agreement re Crispr Therapeutics AG 9 registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Holders initiating the registration request under this Section 2.2 ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i2.2(a). In such event, the right of any Holder to include all or any portion of its his Registrable Securities in a such registration pursuant to this Section 2.1 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata among the selling Holders based on basis according to the number of Registrable Securities then outstanding held by all selling Holders or each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the (i) The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. . (ii) Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company; provided that, a registration will only count against the limit set forth in Section 2.1(b)(iv) if (i) all Registrable Securities requested to be registered are registered, and (ii) it is closed, or withdrawn at the request of the Holders (other than a withdrawal by the Holders that is based upon material adverse information relating to the Company have been first excluded. that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under this Section 2.1). (iii) If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend Abbott intends to distribute the its Registrable Securities covered by their its request by means of a registered public offering involving an underwriting, they Abbott shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in so advise the written other Holders as part of the notice referred given pursuant to in subsection 2.1(a)(iSection 3.1(a). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 3.1 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 3.1, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 3.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.13.1, the Initiating Holders Abbott shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 3 (including Section 2.103.11). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Company and reasonably acceptable to the CompanyAbbott. Notwithstanding any other provision of this Section 2.13.1, if the underwriters advise managing underwriter advises Abbott and the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and Other Shares and the number of shares of Registrable Securities and Other Shares that may be so included in the registration and underwriting shall be apportioned pro rata allocated as follows: (i) first, to Abbott; (ii) second, among all other Holders thereof in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held by all selling such Holders at the time of filing the registration statement; (iii) third, to Other Selling Stockholders; and (iv) fourth, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company; provided, however, that shares to be registered and held by persons other than the Holders and shares to be registered and offered by the Company have been first excludedshall be excluded entirely before any Registrable Securities shall be limited hereunder. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder of Registrable Securities or Other Selling Stockholder disapproves of the terms of any such the underwriting, such person shall be excluded Holder or Other Selling Stockholder may elect to withdraw therefrom by written notice from to the Company, the managing underwriter or and the Initiating Holdersother Holders and Other Selling Stockholder. The Registrable Securities, Other Shares and/or other securities so excluded withdrawn shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 1.3(A)(1). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 1.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s Registrable Securities Common Stock, in the case of a Company offering of Common Stock, or Registrable Exchangeable Shares, in the case of an Exchangeco offering of Exchangeable Shares, to the extent provided herein. If the Company shall request inclusion in any registration pursuant All Holders proposing to this Section 2.1 of distribute their securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in through such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute the Company or Exchangeco, as the case may be, and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of Company or Exchangeco, as the Initiating Holderscase may be; provided, which underwriters however, that no Holder participating in such underwriting shall be reasonably acceptable required to make any representation or warranty except with respect to such Holder and its intended method of distribution, and that the liability of such Holder shall be limited to an amount equal to the Companynet proceeds from such underwriting received by such Holder. Notwithstanding any other provision of this Section 2.1Agreement, if the underwriters advise managing underwriter advises the Initiating Holders in writing Company or Exchangeco, as the case may be, that marketing factors require a limitation on of the number of shares to be underwritten, then the number of underwriter may exclude some or all Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless and underwriting; provided, however, that, subject to the next sentence, any such limitation or "cutback" shall be (i) first applied to all shares proposed to be sold in such offering (other stockholders’ securities and securities than for the account of the Company or Exchangeco, as the case may be), which are not Registrable Securities or Philips Registrable Securities; (ii) then applied to the Registrable Securities of Holders and Philips Registrable Securities, if applicable. In the event that the number of shares of Registrable Securities and Philips Registrable Securities, if applicable, to be included in a registration shall be limited pursuant to the foregoing, the Company or Exchangeco, as the case may be, shall so advise all Holders and Philips, if applicable, and the number of shares of Registrable Securities and Philips Registrable Securities, if applicable, that may be included in the registration and underwriting shall be allocated among all Holders and Philips, if applicable, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and Philips Registrable Securities, if applicable, requested to be included. Notwithstanding the preceding sentence, if such registration is a Philips Demand Registration, no Philips Registrable Securities shall be excluded from such registration pursuant to any underwriter limitation or cutback unless and until all Registrable Securities have been first excludedso excluded from such registration. No Registrable Securities excluded from the underwriting by reason of the underwriters marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or Exchangeco, as the case may be, or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded it may elect to withdraw therefrom by written notice from to the CompanyCompany or Exchangeco, as the underwriter or case may be, and the Initiating Holders. The securities so excluded shall also be withdrawn from registrationmanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred and twenty (120) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. If shares are so withdrawn from by the registration and if the withdrawal of such Registrable Securities a greater number of shares to Registrable Securities held by other Holders may be included in such registration was previously reduced as a result (up to the maximum of marketing factors pursuant to this Section 2.1(dany limitation then imposed by the underwriter), then the Company or Exchangeco, as the case may be, shall then offer to all Holders who Holders, if any, whose shares have retained rights to include securities in been excluded from the registration by the terms of this Section 1.3(B), the right to include additional Registrable Securities in the registration same proportion used in an aggregate amount equal determining the underwriter limitation in this Section 1.3(B) up to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth abovelimitation then imposed by the underwriter.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 2.3(a)(i). In such event, event the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 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. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their Registrable Securities through such underwriting shall, together with the Company and the other parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters Company. No Holder shall be reasonably acceptable 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 Holder’s title to Registrable Securities and any written information provided by the Holder to the Company. Company expressly for inclusion in the related registration statement Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter determines that the Initiating registration of all, or a part, of the Registrable Shares that the Holders have requested to be included pursuant to this Section 2.3 would adversely affect such public offering, then the Company shall be required to include in writing the underwriting only that marketing factors require number of Registrable Shares that the underwriter believes may be sold without causing such adverse effect, provided, however, that the number of shares of such securities, including Registrable Securities, that shall be included in the registration and underwriting shall be allocated in the following manner: (i) first, shares, other than Registrable Securities and other securities that have contractual rights with respect to registration similar to those provided for in this Section 2.3, requested to be included in such registration by stockholders shall be excluded; (ii) second, if a limitation of the number of shares still is required, the number of securities, other than Registrable Securities, that have contractual rights with respect to registration that may be included shall be excluded; and (iii) third, if a limitation on the number of shares to be underwrittenis still required, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated among the selling Holders based on holders thereof in proportion, as nearly as practicable, to the amounts of Registrable Securities and such other securities held by each such holder at the time of filing the Registration Statement. Notwithstanding the foregoing, in no event shall the number of Registrable Securities permitted to be registered pursuant to this Section 2.3 be reduced to below 25% of the total number of securities included in such registration, unless such offering is the IPO, in which case the Registrable Securities may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of any such underwriter cutback, all Registrable Securities and other securities held by any holder that is a partnership, limited liability company or corporation shall also include any Registrable Securities held by the partners, retired partners, members, stockholders or affiliated entities of such holder, or the estates and family members of any such partners, retired partners, members and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be deemed to be a single “selling holder,” and any pro rata reduction with respect to such “selling holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all selling Holders or entities and individuals included in such other proportions “selling holder,” as shall mutually be agreed to by all such selling Holdersdefined in this sentence. In no event shall Registrable Securities be No securities excluded from such registration unless all other stockholders’ securities and securities for the account underwriting by reason of the Company have been first excludedunderwriter’s cutback shall be included in such registration. Notwithstanding the foregoing, nothing in this Section 2.3(b) shall diminish or restrict in any way a Holder’s ability to exercise its registration rights under Section 2.2 or 2.9. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such the underwriting, such person shall be excluded it may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or the Initiating Holdersunderwriter. The securities Registrable Securities so excluded withdrawn shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 5.2(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 5.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting shall be limited to the extent provided herein. If the Company shall request inclusion in any registration pursuant All Holders proposing to this Section 2.1 of distribute their securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in through such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all the Company and the other Holders proposing to distribute distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.15.2, if the underwriters advise the Initiating Holders in writing managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration (i) in the case of the Company's initial public offering, to zero, and (ii) in the case of any other offering, to an amount no less than 33-1/3% of all shares to be included in such offering. The Company shall so advise all Holders requesting to be included in the registration and underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by them at the time of filing the registration statement, provided, however, that in the event of such limitation on the number of shares to be underwritten, the number then no shares of Registrable Securities that may be so included Founder's Stock shall be apportioned pro rata among the selling Holders based on the number included unless all shares of Registrable Securities held requested by all selling the Holders or other than the Founders to be included in such other proportions as shall mutually be agreed to by all such selling Holdersunderwriting are so included. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for To facilitate the account allocation of shares in accordance with the above provisions, the Company have been first excludedor the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 hereof of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.12.1 hereof, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.102.10 hereof). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration based on the number pro rata percentage of Registrable Registerable Securities held by all selling Holders or such Holder, assuming conversion; (ii) second, to the Other Selling Stockholders requesting to include Other Shares in such other proportions as shall mutually be agreed registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, assuming conversion; and (iii) third, to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(iSection 2(a). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to be registered in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Holders) and to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer A Holder may elect to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion all or a part of the Company’s and Registrable Securities such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)Holder holds. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companymanaging underwriter. Notwithstanding any other provision of this Section 2.12, if the underwriters advise managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then, subject to the provisions of Section 2(a), the Company shall so advise all Holders and the number of Registrable Securities shares that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all persons or entities requesting inclusion in the selling registration as follows: (A) all securities proposed to be offered by any holder other than the Holders based on or the Company for its own account shall be excluded before any Registrable Securities or securities to be offered for the account of the Company are excluded; (B) Registrable Securities (allocated among all Holders requesting inclusion thereof in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities proposed to be registered by such Holders at the time of filing the registration statement) shall be excluded before securities to be offered for the account of the Company are excluded; and (C) if, after all Registrable Securities have been excluded, additional limitations are required, then the number of securities to be offered for the account of the Company shall be excluded. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the other Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, however, that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by all selling other Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to may be included in such registration was previously reduced as a result (up to the maximum of marketing factors pursuant to this Section 2.1(dany limitation imposed by the underwriters), then the Company shall then offer to all Holders who have retained rights to include securities included Registrable Securities in the registration the right to include additional Registrable Securities in the registration same proportion used in an aggregate amount equal to determining the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveunderwriter limitation in this Section 2(b).

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion; and (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities to be included in such registration, if any Holder does not request inclusion of the maximum number of shares of Registrable Securities allocated to it pursuant to its pro rata allocation, in which case the remaining portion of its allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their initial requests, pro rata, on the selling basis of the number of shares of Registrable Securities held by such Holders based on an as-converted to Common Stock basis, and this procedure shall be repeated until all of the shares of Registrable Securities which may be included in the registration on behalf of the Holders have been so allocated. In no event shall the number of Registrable Securities underwritten in such registration be limited unless and until all shares held by all selling Holders or in such persons other proportions as shall mutually be agreed to by all such selling than Holders. In no event shall Registrable Securities be , including the Company, are completely excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedoffering. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 9.5 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)9.5(a)(i) above. In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 9.5 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account9.5, or if other persons shall holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such registration (the "Other Shareholders") request inclusion in any registration pursuant to this Section 2.1such inclusion, the Initiating Holders shall, on behalf of all Holders, offer to include the securities of such securities officers, directors and Other Shareholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further all applicable provisions of this Section 2 (including Section 2.10)9. The Company shall (together with all Holders Holders, officers, directors and Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.19.5, if the representative of the underwriter or underwriters advise advises the Initiating Holders in writing that marketing factors require make it advisable to impose a limitation on the number of shares to be underwritten, the securities of the Company (other than Registrable Securities) held by officers or directors of the Company and by Other Shareholders shall be excluded from such registration to the extent so required by such limitation and if a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders of Registrable Securities whose securities would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all such Holders in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held by all selling Holders such persons at the time of filing the registration statement. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedregistration. If a person who has requested inclusion in such registration as provided any Holder of Registrable Securities, officer, director or Other Shareholder above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded party may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded withdrawn shall also be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities or other securities excluded or withdrawn from to be underwritten, the Company may include its securities for its own account in such underwriting shall also be withdrawn from such registration. If shares are registration if the underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. If In the Initiating Holders intend event that a registration pursuant to distribute the Registrable Securities covered by their request by means of this Section 2.2 is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made the notice given pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i2.2(a). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 2.2 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If the The Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) Participating Holders, enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Company and reasonably acceptable to a majority of the CompanyParticipating Holders. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all Holders thereof in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held by all selling such Holders at the time of filing the registration statement or in such other proportions manner as shall mutually be agreed to by all such selling Holders. In no event shall the Company and Holders of a majority of the Registrable Securities proposed to be excluded from included in such registration registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other stockholders’ securities and securities for are first entirely excluded from the account underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company have been first excludedor the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the Company, the managing underwriter or and the Initiating Holders. The Registrable Securities and/or other securities so excluded withdrawn shall also be withdrawn from registration. Any , and such Registrable Securities or other securities excluded or withdrawn from such underwriting shall also not be withdrawn from transferred in a public distribution prior to 90 days after the effective date of such registration. If shares are so withdrawn from , or such other shorter period of time as the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveunderwriters may require.

Underwriting. If the Initiating Holders intend either Purchaser intends to distribute the Registrable Securities Stock covered by their its request by means of an underwriting, they such Purchaser shall so advise the Company as a part of their its request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i8(b). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting If officers and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation directors of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s holding other securities of the Company or if holders of securities of the Company who are entitled, by contract with the Company or otherwise, to have securities included in such a registration (the "Other Stockholders") request inclusion in any such underwritten registration, the Purchaser shall offer to include the shares of such officers, directors and Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)8. The Each Purchaser requesting such underwriting and the Company shall (together with all Holders officers, directors and Other Stockholders proposing to distribute their securities shares through such underwriting) enter into an underwriting agreement in customary form with the representative representative(s) of the underwriter or underwriters underwriter(s) selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably Company and acceptable to the Companysuch Purchaser. Notwithstanding any other provision of this Section 2.18.2, if the underwriters representatives advise the Initiating Holders such Purchaser in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities shares held by all selling Holders or in such other proportions as officers, directors and the Other Stockholders shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for to the account of extent so required by such limitation. No shares so excluded from the Company have been first excludedunderwriting shall be included in such registration. If a person any Purchaser requesting such underwriting or any officer, director or Other Stockholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded Person may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating HoldersPurchasers. The securities shares so excluded withdrawn shall also be withdrawn from registration. Any If the underwriter has not limited the number of shares of Registrable Securities Stock or other securities excluded or withdrawn from shares to be underwritten, the Company may include shares of Common Stock for its own account in such underwriting shall also be withdrawn from such registration. If shares are registration if the representatives so withdrawn from the registration agree and if the number of shares to be of Registrable Stock and other shares which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 5, and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Section 5(a)(i) above. In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 5 shall be conditioned upon such Holder’s participation in such the underwriting arrangements described by this Section 5(b), and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder with respect to such participation and inclusion) to the extent requested shall be limited to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer A Holder may elect to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion all or any portion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)Registrable Securities he, she or it holds. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative a managing underwriter of the underwriter or underwriters recognized national standing selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Company and reasonably acceptable to a majority of the CompanyHolders proposing to distribute their securities through such underwriting. Notwithstanding any other provision of this Section 2.15, if the underwriters advise managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Company will so advise all Holders of Registrable Securities, and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all such Holders thereof in proportion, as nearly as practicable, to the selling Holders based on respective amounts of Registrable Securities held by such Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, however, that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by all selling other Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to may be included in such registration was previously reduced as a result (up to the maximum of marketing factors pursuant to this Section 2.1(dany limitation imposed by the underwriters), then the Company shall then will offer to all other Holders who have retained rights to include securities included Registrable Securities in the registration the right to include additional Registrable Securities in the registration same proportion used in an aggregate amount equal to determining the underwriter limitation in this Section 5(b). If the underwriter has not limited the number of shares so withdrawn, with such shares Registrable Securities to be allocated among underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such Holders requesting additional inclusion, as set forth aboveregistration and underwriting will not thereby be limited.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.2 ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i2.2(a). In such event, the right of any Holder to include all or any portion of its his Registrable Securities in a such registration pursuant to this Section 2.1 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata among the selling Holders based on basis according to the number of Registrable Securities then outstanding held by all selling Holders or each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been and all other selling shareholders other than the Holders (if any) are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice notices referred to in subsection 2.1(a)(iSections 2.1(a) and 2.1(b). In such event, the right of any Holder or the Common Holders to include all or any portion of its Registrable their Subject Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s or such Common Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable or such Common Holder’s Subject Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders and the Common Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such other person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and the Common Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating HoldersCompany, which underwriters managing underwriter(s) shall be reasonably acceptable to Initiating Holders holding at least a majority of the CompanyRegistrable Securities held by such Initiating Holders. Notwithstanding any other provision of this Section 2.1, if the underwriters managing underwriter(s) advise the Initiating Holders Company in writing that (i) marketing factors require a limitation on the number of shares to be underwritten, or (ii) the number of Registrable Securities that may shares proposed to be so included shall be apportioned pro rata among in the selling Holders based on registration would reduce the offering price per share, then the number of shares to be included in the registration and underwriting shall be allocated first among all Holders who indicated to the Company their decision to distribute any of their Registrable Securities held through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Registrable Securities owned by such Holders at the time of filing the registration statement, then, if all selling such Registrable Securities have been included in the underwriting, to the Common Holders or who have indicated to the Company their decision to distribute any of their Subject Securities (not otherwise constituting Registrable Securities) through such underwriting, in proportion, as nearly as practicable, to the number of shares of Subject Securities owned by the Common Holders at the time of filing the registration statement, and the remainder, if any, to the Company. No stock excluded from the underwriting by reason of managing underwriter(s)’ marketing limitation shall be included in such other proportions as shall mutually be agreed to by all such selling Holdersregistration. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter managing underwriter(s) or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Subject Securities or other securities Securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(f), then the Company shall then offer to all Holders, and thereafter to the Common Holders who have retained rights to include securities in the registration registration, the right to include additional Registrable Subject Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated first among such Holders requesting additional inclusion, as set forth above, and thereafter to the Common Holders, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section SECTION 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-Company and reasonably acceptable to a majority in interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion;(ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 1.3(a)(i). In such event, event the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant All Holders proposing to this Section 2.1 of distribute their securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in through such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest Company and approved by the Holders of the Initiating Holders, which underwriters shall a majority of Registrable Securities proposed to be reasonably acceptable to the Companyincluded in such registration. Notwithstanding any other provision of this Section 2.11.3, if the underwriters advise the Initiating Holders in writing managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of securities that may be included in the registration and underwriting (other than on behalf of the Company) shall be allocated among all participating Holders and such other holders (provided that such other holders have contractual rights to participate in such registration which are not subordinate to the Holders) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities that or other securities requested to be included in such registration by such Holders and such other holders; provided, however, in no event shall the amount of Registrable Securities of the Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless (i) such offering is a Qualified IPO, in which case such Holders may be so excluded entirely if the underwriters make the determination described above or the Holders of a majority of the Registrable Securities proposed to be included shall in the registration consent in writing to such a reduction or (ii) such offering is subsequent to the initial public offering of the Company’s securities in which case the Registrable Securities to be apportioned pro rata among included in such registration may not be limited to less than thirty percent (30%) of the selling Holders based on total number of securities, to be included in such registration; provided further, however, the number of Registrable Securities shares of Conversion Stock included in the registration shall not be reduced unless there are first excluded all other securities (including Common Stock held by all selling Holders or the Founders) proposed to be included in such the registration (other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ than securities and securities registered for the account of the Company). To facilitate the allocation of shares in accordance with the above provisions, the Company have been first excludedmay round the number of shares allocated to any Holder or holder to the nearest 100 shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the managing underwriter. Except as set forth in Section 1.11, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from , and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration and if statement relating thereto, or such other shorter period of time as the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveunderwriters may require.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i2.1(a). In such event, the right of any Holder or the Key Employee to include all or any portion of its Registrable Subject Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s or the Key Employee’s participation in such underwriting and the inclusion of such Holder’s Registrable or the Key Employee’s Subject Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all HoldersHolders and the Key Employee, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such other person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and the Key Employee proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating HoldersCompany, which underwriters shall be reasonably acceptable to a majority in interest of the CompanyInitiating Holders. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that (i) marketing factors require a limitation on the number of shares to be underwritten, or a limitation of the total number of shares of the Key Employee to be underwritten, or (ii) the offering price per share would be reduced by the inclusion of the shares of the Key Employee and/or the Company, then the number of shares to be included in the registration and underwriting shall first be allocated among all Holders who indicated to the Company their decision to distribute any of their Registrable Securities through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Registrable Securities owned by such Holders at the time of filing the registration statement, then to the Key Employee who has indicated to the Company his decision to distribute any of his Subject Securities (not otherwise constituting Registrable Securities) through such underwriting, in proportion, as nearly as practicable, to the number of shares of Subject Securities owned by the Key Employee at the time of filing the registration statement, and the remainder, if any, to the Company; provided, however, that if the underwriter determines that marketing factors require a limitation of the number of shares of the Key Employee to be underwritten or that the offering price per share would be reduced by the inclusion of the shares of the Key Employee, then the number of shares of the Key Employee that may be so included shall be apportioned pro rata among reduced, or eliminated from registration, as the selling Holders based on underwriter shall advise. No stock excluded from the number underwriting by reason of Registrable Securities held by all selling Holders or the underwriter’s marketing limitation shall be included in such other proportions as shall mutually be agreed to by all such selling Holdersregistration. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Subject Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(f), then the Company shall then offer to all Holders Holders, and thereafter to the Key Employee, who have retained rights to include securities in the registration the right to include additional Registrable Subject Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated first among such Holders requesting additional inclusion, as set forth above, and thereafter to the Key Employee.

Underwriting. (i) If the Initiating Holders intend to distribute registration for which the Registrable Securities covered by their request by means of Corporation gives notice is for a registered public offering involving an underwriting, they the Corporation shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 2.2(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 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. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwritingunderwriting shall (together with the Corporation and any Other Selling Stockholders) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Corporation. (ii) Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise the Initiating Holders Corporation in writing that marketing factors require a limitation on the number of shares Shares to be underwritten, the Corporation and the underwriters may (subject to the limitations set forth below) limit the number of Shares to be included in the registration and underwriting. The Corporation shall so advise all Holders of Registrable Securities requesting registration, and the number of Shares that may are entitled to be so included in the registration and underwriting shall be apportioned pro rata allocated as follows: (A) first, to the Corporation for securities being sold for its own account; and (B) second, among the selling Holders requesting to include Registrable Securities in such Registration Statement based on the number pro rata percentage of Registrable Securities held by all selling Holders or such Holders; provided, however, that in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall any Registrable Securities be excluded from such registration offering unless all other stockholders’ securities and securities Shares proposed to be registered for the account of the Company Other Selling Stockholders have first been first excluded. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below twenty-five percent (25%) of the total value of securities included in such registration. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder and that is a venture capital or private equity fund, partnership, limited partnership, limited liability company or corporation, the affiliated venture capital or private equity funds, partners, retired partners, members, retired members, managers, retired managers, managing members, retired managing members and stockholders of such Holder, or the estates and family members of any such partners or retired partners, members and retired members, managers and retired managers, managing members and retired managing members, and any trusts for the benefit of any of the foregoing Persons shall be deemed to be a single selling Holder, and any pro rata reduction with respect to such selling Holder shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. (iii) If a person Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person Person shall also be excluded therefrom by written notice from the Company, the underwriter Corporation or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing market factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among all the selling Holders based on the number of (excluding GECC and CIT) requesting to include Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to GECC and CIT; (iii) third, to the Other Selling Stockholders; and (iv) fourth, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed Holders, assuming conversion; (ii) second, to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedand the Other Selling Stockholders, based on any agreements the Company has with such Other Selling Stockholders. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders Holders, the Company and the Other Selling Stockholders requesting additional inclusion, inclusion as set forth above.

Underwriting. (i) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 2.1(a)(i)(A) or Section 2.1(b)(i)(A), as applicable. In such event, the right of any Holder to include all or any portion of his, her or its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons Persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons Persons in such underwriting and the inclusion of the Company’s and such personPerson’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 II (including including, without limitation, Section 2.102.5 and Section 2.9). The Company shall (together with all Holders and other Persons proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the representative representative(s) of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating HoldersCompany, which underwriters shall be are reasonably acceptable to the Company. Initiating Holders holding a majority of the Registrable Securities held by the Initiating Holders that are proposed to be included in such underwriting, and shall complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents as may be customary and reasonably requested by the managing underwriters or as required under the terms of such underwriting arrangements; provided that no Holder of Registrable Securities or other Persons (other than the Company and its subsidiaries) included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such Holder or Other Person, such Holder’s or other Person’s title to ownership of the securities, such Holder’s or other Person’s power and authority, such Holder’s or other Person’s intended method of distribution (including representations regarding price stabilization or manipulation) and such other representations and warranties personal to such Holder or other Person, if any, as may be customary under the circumstances) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise specifically provided in Section 2.5, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in Section 2.9. (ii) Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwrittenunderwritten in order to consummate the offering in an orderly manner within a price range acceptable to the Initiating Holders, the number of Registrable Securities and Other Shares (and other securities) that may be so included shall be apportioned pro rata allocated as follows: (A) first, among the selling all Holders requesting to include Registrable Securities in such registration statement and/or Canadian Prospectus, as applicable, based on the number pro rata percentage of Registrable Securities held by all selling Holders or such Holders; (B) second, to the Other Selling Stockholders requesting to include Other Shares in such registration statement and/or Canadian Prospectus, as applicable, if required by any registration rights agreements with such Other Selling Stockholders and then upon the terms contained therein; and (C) third, to the Company, which the Board of Directors may allocate, at its discretion, for the Company’s own account, or for the account of other proportions as shall mutually be agreed to by all such selling Holdersholders of capital stock or employees of the Company. In no event shall any Registrable Securities be excluded from such registration and underwriting unless all other stockholders’ securities Other Shares and securities shares allocated to the Company’s own account, or for the account of other holders of capital stock or employees of the Company Company, have been first excluded. excluded pursuant to clauses (B) and (C) above. (iii) If a person Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person Person shall be excluded therefrom by written notice from the Company, a representative of the underwriter underwriter(s) or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration pursuant to this Section 2.1(e)(iii) and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e)(ii), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveunder Section 2.1(e)(ii).

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities Shares covered by their request by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 subsection 3.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)paragraph 3.1. The underwriter will be selected in accordance with the provisions of Section 5 below. In such event, the right of any Holder the Holders to include all or any portion of its Registrable Securities securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s Holders’ participation in such underwriting and the inclusion of such Holder’s Holders’ securities in the underwriting (unless otherwise mutually agreed by the holders of a majority of the Registrable Securities Shares held by the Initiating Holders), to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) underwriting shall (together with the Company), enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 2.13, if the underwriters advise managing underwriter advises the Initiating Holders and holders of Other Registrable Shares in writing writing, in its sole discretion, that marketing factors require a limitation on of the number of shares to be underwritten, then the number amount of Registrable Securities that may Shares and Other Registrable Shares to be so included sold shall be apportioned allocated (a) first, among the Holders of Registrable Shares pro rata to the Registrable Shares held by the holders of Registrable Shares and (b) second, pro rata among the selling Holders based on the number holders of Other Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has Shares, if any, requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result , pro rata among the holders of marketing factors pursuant to this Section 2.1(d), then such securities on the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to basis of the number of shares so withdrawn, with such shares requested to be allocated among registered by such Holders requesting additional inclusionholders desiring to participate in such registration on the basis of the amount of such Other Registrable Shares initially proposed to be registered by such other shareholders; provided, as set forth abovehowever, that in any event all Registrable Shares requested to be included in such registration must be included in such registration prior to any other shares of the Company.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 8.5 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Section 8.5(a) (i) above. In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 8.5 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities he holds. If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account8.5, or if other persons shall holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Shareholders") request inclusion in any registration pursuant to this Section 2.1such inclusion, the Initiating Holders shall, on behalf of all Holders, offer to include the securities of such securities officers, directors and Other Shareholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)8. The Company shall (together with all Holders Holders, officers, directors and Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Holders greater than the obligations of the Holders pursuant to Section 8.10(b). Notwithstanding any other provision of this Section 2.18.5, if the underwriters advise representative advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company held by officers or directors of the Company (other than Registrable Securities) and the securities held by Other Shareholders (other than Registrable Securities) shall be excluded from such registration to the extent so required by such limitation and if a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders of Registrable Securities whose securities would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all such Holders in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities and other securities which they held at the time of the request for registration made by all selling the Initiating Holders pursuant to Section 8.5(a). No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedregistration. If a person any Holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded withdrawn shall also be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities or other securities excluded or withdrawn from to be underwritten, the Company may include its securities for its own account in such underwriting shall also be withdrawn from such registration. If shares are registration if the underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request pursuant to this Section 2.1 by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall select the underwriters (subject to the consent of the Initiating Holders holding a majority of Registrable Securities to be included in such underwriting, which such approval shall not be unreasonably withheld or delayed) and (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders; and (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been Company; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first excludedentirely excluded from the underwriting. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn or excluded from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawnwithdrawn or excluded, with such shares to be allocated pro rata among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany; and (iii) third, among all Common Holders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Common Holders. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities Securities, Other Shares or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 4 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Section 4.1. In such event, event the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Registrable Securities held by the Initiating Holders and by such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-Initiating Holders representing a majority in interest of the Registrable Securities held by the Initiating Holders, Holders (which underwriter or underwriters shall be reasonably acceptable to the Company), provided that any such underwriting agreement shall not impair the indemnification rights of the Holders granted under Section 8; and provided further, that the representations and warranties given by, and the other agreements on the part of, the Company to and for the benefit of the underwriter(s) shall also be made to and for the benefit of the Holders; and provided further, that the Company shall ensure that no underwriter(s) requires any Holder to make any representations or warranties to, or agreements with, any underwriter(s) in a registration other than customary representations, warranties and agreements relating to such Holder’s title to the Registrable Securities and authority to enter into the underwriting agreement. Notwithstanding any other provision of this Section 2.14, if the underwriters advise underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation on of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, that the number of shares to that may be underwrittenincluded in the underwriting shall be reduced as required by the underwriter(s) and the Company will include in such registration (i) first, the maximum number of Registrable Securities that may requested to be so included shall be apportioned therein, pro rata among the selling respective Holders based thereof on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder, and (ii) second, the maximum amount of other securities requested to be included therein (including any by the Company), pro rata among the holders of such other securities on the basis of the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually shares requested to be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion included in such registration as provided above does not agree to the terms of any by each such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationholder. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such the registration. For any Holder that is a partnership, corporation or limited liability company, the partners, retired partners, members and stockholders or such Holder, or the estates and family members of any such partners and retired partners, members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence. If shares are the Underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may sell securities in such registered underwritten offering if the underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s 's and such person’s 's other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company; provided, however, in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall any Registrable Securities be excluded from such registration offering unless all other stockholders’ securities and securities for the account of the Company have been Other Shares are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the The right of any Holder the Investor to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holderthe Investor’s participation in such an underwriting and the inclusion of such Holderthe Investor’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, Investor shall offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedunderwriting. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating HoldersInvestor. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If any of the Initiating Holders intend to distribute the Registrable Transfer Restricted Securities covered by their request any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker(s) and manager(s) that will manage the offering will be selected by means the Holders of an underwriting, they shall so advise a majority of the then outstanding Transfer Restricted Securities (determined in accordance with Section 10(d)) included in such offering (after consultation with the Company as a part of their request made pursuant to this Section 2.1 such selection and the Company shall include such information in upon the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion consent of the Company’s and such person’s other securities of , which consent shall not be unreasonably withheld or delayed). If requested by the underwriters, the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) will promptly enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the CompanyCompany with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and conditions as are customary for underwriting agreements with respect to secondary offerings, including without limitation, indemnities to the effect and to the extent provided in Section 8 hereof. Notwithstanding The Holders on whose behalf such securities are being distributed shall be party to any other provision of this Section 2.1, if such underwriting agreement. Such Holders shall not be required by the Company to make any representations or warranties to the underwriters advise with respect to the Initiating Company or the Transfer Restricted Securities (other than that the Holders are conveying such securities free and clear of all pledges, security interests, liens, charges, encumbrances, agreements, equities, claims and options of whatever nature), and the Holders shall not be required to indemnify the Company or the underwriters (other than with respect to the matters, and to the extent, provided in writing that marketing factors require a limitation on the number of shares to be underwrittenSection 8). Furthermore, the number of Registrable Securities that may be so included Company shall be apportioned pro rata among make available for inspection by the selling Holders based on the number of Registrable Securities held Holders, any underwriter participating in any disposition pursuant to such Shelf Registration Statement, and any attorney, accountant or other agent retained by any Holder or underwriter, all selling Holders or in such financial and other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all records and other stockholders’ securities information, pertinent corporate documents and securities for the account properties of the Company have been first excludedas shall be reasonably necessary to enable them to exercise their due diligence responsibilities. If a person who has requested inclusion No Holder may participate in any underwritten distribution hereunder unless such registration as Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided above does not agree to in any underwriting arrangements approved in accordance with the terms hereof, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth abovearrangements.

Underwriting. If the Initiating Holders intend to distribute the ------------ Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 paragraph 2 hereof and the Company shall include such information in the written notice referred to in subsection 2.1(a)(iSection 2(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account2, or if other persons shall Other Shareholders request inclusion in any registration pursuant to this Section 2.1such inclusion, the Initiating Holders shall, on behalf of all Holders, offer to include the securities of such securities officers, directors and Other Shareholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)Agreement. The Company shall (together with all Holders Holders, officers, directors and Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12, if the underwriters advise representative of the underwriter advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company held by officers or directors (other than Registrable Securities) of the Company shall be excluded from such registration to the extent so required by such limitation and if a limitation of the number of shares is still required, the Initiating Holders shall so advise all Other Shareholders whose securities would otherwise be included pursuant to the request described herein, and the number of other securities that may be included in the registration and underwriting shall be allocated among all such Other Shareholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included. If a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders whose Registrable Securities would otherwise be included pursuant to the request described herein, and the number of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all such Holders in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held which they had requested be included. No Registrable Securities or any other securities excluded from the underwriting by all selling Holders or reason of the underwriter's marketing limitation shall be included in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedregistration. If a person any Holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded held by such person shall also then be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities or other securities excluded or withdrawn from to be underwritten, the Company may include its securities for its own account in such underwriting shall also be withdrawn from such registration. If shares are registration if the underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveand underwriting has not thereby been limited.

Underwriting. If the Initiating Holders intend to distribute Unless the Registrable Securities covered may be registered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such eventon Form S-3, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by such Holders, assuming conversion; (ii) second, among all selling Holders or Other Selling Stockholders requesting to include Other Shares in such other proportions as shall mutually be agreed registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, assuming conversion; and (iii) third, to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the (i) The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such a underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If Subject to Section 2.1(e)(ii), if the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of Company; provided that such person shall have agreed to the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. . (ii) Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (A) first, among the selling all Holders who are Senior Investors and who are requesting to include their Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling such Holders, assuming conversion; (B) second, to the Other Selling Stockholders and Holders who are Junior Investors; and (C) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excluded. Company. (iii) If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above. (iv) A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration (other than as a result of the Initiating Holders becoming aware of a material adverse change in the condition, business or prospects of the Company from that known to the Initiating Holders of at the time of their request and provided that the Initiating Holders have withdrawn their request with reasonable promptness following disclosure by the Company of such material adverse change)).

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned allocated as follows: (i) first, among the Initiating Holders pro rata among the selling Holders based on the number of Registrable Securities held by all selling such Initiating Holders; (ii) second, among all Holders or in such other proportions as shall mutually be agreed to of Registrable Securities pro rata based on the number of Registrable Securities held by all such selling Holders; (iii) third, to the Other Selling Stockholders; and (iv) fourth, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. In no event shall any Registrable Securities of the Initiating Holders be excluded from such registration underwriting unless all other stockholders’ securities and securities for the account of the Company have been are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. (i) If the Initiating Holders intend to distribute registration for which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 2.2(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 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. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting (together with the Company and the Other Selling Stockholders with registration rights to participate therein distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the representative representative(s) of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Company and reasonably acceptable to the Company. Holders holding a majority of the Registrable Securities held by the Holders that are proposed to be included in such underwriting, and shall complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents as may be customary and reasonably requested by the managing underwriters or as required under the terms of such underwriting arrangements; provided that no Holder of Registrable Securities or other Persons (other than the Company and its subsidiaries) included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such Holder or other Person, such Holder’s or other Person’s title to ownership of the securities, such Holder’s or other Person’s power and authority, such Holder’s or other Person’s intended method of distribution (including representations regarding price stabilization or manipulation) and such other representations and warranties personal to such Holder or other Person, if any, as may be customary under the circumstances) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise specifically provided in Section 2.5, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in Section 2.9. (ii) Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise the Initiating Holders Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that Company and the underwriters may be so included shall be apportioned pro rata among (subject to the selling Holders based on limitations set forth below) limit the number of Registrable Securities and Other Shares to be included in the registration and underwriting. The Company shall so advise all Holders and Other Selling Stockholders requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account (if any), and (ii) second, to the Holders and Other Selling Stockholders requesting to include Registrable Securities and/or Other Shares in such registration statement pro rata based on the percentage of the Registrable Securities and/or Other Shares held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account each of the Company have been first excluded. them. (iii) If a person Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person Person shall also be excluded therefrom by written notice from the Company, Company or a representative of the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationunderwriter(s). Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.2 ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i2.2(a). In such event, the right of any Holder to include all or any portion of its his Registrable Securities in a such registration pursuant to this Section 2.1 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata among the selling Holders based on basis according to the number of Registrable Securities then outstanding held by all selling Holders or each Holder requesting registration (including the Initiating Holders); PROVIDED, HOWEVER, that the number of shares of Registrable Securities to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities Shares covered by their request by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 subsection 3.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)paragraph 3.1.2. The underwriter will be selected in accordance with the provisions of Section 5 below. In such event, the right of any Holder the Holders to include all or any portion of its Registrable Securities securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s Holders’ participation in such underwriting and the inclusion of such Holder’s Holders’ securities in the underwriting (unless otherwise mutually agreed by the holders of a majority of the Registrable Securities Shares held by the Initiating Holders), to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) underwriting shall (together with the Company), enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 2.13, if the underwriters advise managing underwriter advises the Initiating Holders and holders of Other Registrable Shares in writing writing, in its sole discretion, that marketing factors require a limitation on of the number of shares to be underwritten, then the number amount of Registrable Securities that may Shares and Other Registrable Shares to be so included sold shall be apportioned allocated (a) first, among the Holders of Registrable Shares pro rata to the Registrable Shares held by the holders of Registrable Shares and (b) second, pro rata among holders of Other Registrable Shares, if any, requested to be included in such registration, pro rata among the selling Holders based holders of such securities on the number basis of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares requested to be registered by such holders desiring to participate in such registration on the basis of the amount of such Other Registrable Shares initially proposed to be registered by such other shareholders; provided, however, that in any event all Registrable Shares requested to be included in such registration was previously reduced as a result must be included in such registration prior to any other shares of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveCompany.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-in­ interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If Holders having at least 50% of the Registrable Securities ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant Holders whose shares are to this Section 2.1 be included in such registration and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement and related agreements in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. Such underwriting agreement will contain such representations and warranties by the Company and such other terms and provisions as are reasonable and customary for underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution, the provision of opinions of counsel and accountants' letters and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Holders. Subject to the foregoing, the Company shall cooperate fully with the Holders and the underwriters in connection with any underwritten offering. Notwithstanding any other provision of this Section 2.13.2, if the representative of the underwriters advise advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, any securities to be issued by the Company in such distribution (or contemporaneous distribution other than one covered by Form S-8) shall not be distributed to the extent reasonably required by such limitation. If, after the exclusion of such shares, still further reductions are required, the number of Registrable Securities that may be so shares included in the underwritten offering by each Holder shall be apportioned reduced on a pro rata among the selling Holders basis (based on the number of Registrable Securities shares held by such Holder), by such minimum number of shares as is necessary to comply with such request; provided, that there shall be no reduction in the number of shares included in the registration by any Holders until all selling Holders or in such shares of other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be stockholders have been excluded from such registration unless all underwritten offering. No Registrable Securities or any other stockholders’ securities and securities for excluded from the account underwriting by reason of the Company have been first excludedunderwriter's marketing limitation shall be included in such underwritten offering. If a person any other stockholder who has requested inclusion in such registration distribution as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registrationunderwritten offering. If shares are the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company and officers and directors of the Company may include its or their securities for its or their own account in such registration, if the representative of the underwriters so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities that would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. (i) If the Initiating Holders under Section 2.1(a) or the requesting Holder or Holders under Section 2.1(b) intend to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company Corporation as a part of their request made pursuant to this Section 2.1 and the Company Corporation shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 2.1(a)(i)(A) or Section 2.1(b)(i)(A), as applicable. In such event, the right of any Holder to include all or any portion of its such Holder’s Registrable Securities in a such registration (or portion thereof that will be underwritten) pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company Corporation shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if any other persons Person shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders under Section 2.1(a) or the requesting Holder or Holders under Section 2.1(b) shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company Corporation or such other persons Persons in such underwriting and the inclusion of the CompanyCorporation’s and such personPerson’s other securities of the Company Corporation and their acceptance of the further applicable provisions of this Section 2 II (including Section 2.102.9). The Company Corporation shall (together with all Holders and other Persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating HoldersCorporation, which underwriters shall be are reasonably acceptable to the Company. Initiating Holders under Section 2.1(a) or the requesting Holder or Holders under Section 2.1(b) holding at least a majority of the Registrable Securities that are proposed to be included in such underwriting. (ii) Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders under Section 2.1(a) or the requesting Holder or Holders under Section 2.1(b) in writing that marketing factors require a limitation on the number of shares Shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated as follows: (A) first, among the selling all Holders requesting to include Registrable Securities in such Registration Statement, or for a Registration Statement filed on Form S-3 providing for an offering of securities on a continuous basis, requesting all or a portion of such Registrable Securities to be included in such underwriting based on the number pro rata percentage of Registrable Securities held by all selling Holders or in such other proportions as Holders, which pro rata percentage shall mutually be agreed to based upon the aggregate amount of Registrable Securities owned by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities related entities and securities individuals; and (B) second, to the Corporation, which the Board may allocate, at its discretion, for the Corporation’s own account or for the account of Other Selling Stockholders. For purposes of the Company have been first excluded. preceding sentence concerning apportionment, for any selling stockholder that is a Holder and that is a venture capital or private equity fund, partnership, limited partnership, limited liability company or corporation, the affiliated venture capital or private equity funds, partners, retired partners, members, retired members, managers, retired managers, managing members, retired managing members and stockholders of such Holder, or the estates and family members of any such partners or retired partners, members and retired members, managers and retired managers, managing members and retired managing members, and any trusts for the benefit of any of the foregoing Persons shall be deemed to be a single selling Holder. (iii) If a person Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person Person shall be excluded therefrom by written notice from the CompanyCorporation, the underwriter underwriter, the Initiating Holders under Section 2.1(a), or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationHolders under Section 2.1(b). Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registrationregistration unless such registration is a Registration Statement filed on a Form S-3 providing for an offering of securities on a continuous basis. If shares Shares are so withdrawn from the registration and or if the number of shares Shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e)(ii), then the Company Corporation shall then offer to all Holders who have retained rights to include securities Shares in the registration the right to include additional Registrable Securities Shares in the registration in an aggregate amount equal to the number of shares Shares so withdrawnwithdrawn or reduced, with such shares Shares to be allocated among such Holders requesting additional inclusion, inclusion as set forth abovein Section 2.1(e)(ii).

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of Registration Statement under which ------------ ViroPharma gives notice under this Section 7.1 is for an underwritingunderwritten offering, they ViroPharma shall so advise the Company as a part Holders of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Registrable Securities. In such event, the right of any such Holder to include all or any portion of its Registrable Securities be included in a registration pursuant to this Section 2.1 7.1 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. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form form, reasonably acceptable to such Holder, with the representative of the underwriter or underwriters selected for such underwriting by ViroPharma, including the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companyindemnification provisions thereof. Notwithstanding any other provision of this Section 2.1the Agreement, if the underwriters advise the Initiating Holders underwriter determines in writing good faith that marketing factors require a limitation on of the total number of shares to be underwritten, ViroPharma and its underwriters shall allocate the number of Registrable Securities requested to be registered by each of the Holders as follows: (i) first, to ViroPharma; and (ii) second, to the Holders of Registrable Securities that may be so included shall be apportioned have elected to participate in such offering and such other holders of ViroPharma's capital stock who have been granted "piggyback" registration rights prior to the date hereof and who have elected to participate in such offering on a pro rata among the selling basis. The Holders based on of Registrable Securities acknowledge that the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually securities which may be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors registered pursuant to this Section 2.1(d)7 may be reduced to zero. ViroPharma shall have no obligation under this Section 7 to make any offering of its securities, then the Company or to complete an offering of its securities that it proposes to make, and shall then offer incur no liability to all Holders who have retained rights any Holder for its failure to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth abovedo so.

Underwriting. If the Initiating Holders intend request that an offering to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made be registered pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event2.3 be underwritten, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 such registration shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 2.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.12.3, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and and, if the Initiating Holders had requested that such offering be underwritten, such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.102.7). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting underwriting. The underwriters for any offering to be registered pursuant to this Section 2.3 shall be selected by the majority-in-interest Initiating Holders (subject to the consent of the Initiating HoldersCompany, which underwriters such consent shall not be reasonably acceptable to the Companyunreasonably withheld, conditioned or delayed). Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration, except in the case of a Shelf Registration Statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration, except in the case of a Shelf Registration Statement. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.3(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute Unless the Registrable Securities covered may be registered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such eventon Form S‑3, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-Company, which underwriters are reasonably acceptable to a majority in interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 7.2 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Section 7.2(a)(i) above. In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 7.2 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 (unless otherwise mutually agreed by a majority in interest of the Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities held by such Holder. If the Company Other Stockholders shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.17.2, the Initiating Holders shall, on behalf of all Holders, shall offer to include the securities of such securities Other Stockholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance together with the Holders so participating of the further applicable provisions of this Section 2 (including Section 2.10)Agreement. The Company shall (together with all Holders and Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.17.2, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the Holders shall so advise all Other Stockholders whose securities would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by Other Stockholders (other than Registrable Securities) shall be excluded from such registration and underwriting to the extent required by such limitation and if a limitation of the number of shares is still required, the number of shares of Registrable Securities that may be so included in the registration shall be apportioned pro rata allocated among all such Holders in proportion, as nearly as practicable, to the selling Holders based on respective amounts of Registrable Securities and other securities which they had requested to be included in such registration at the time of filing the registration statement. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. In the event that the number of shares of Registrable Securities held by all selling Holders or of any Holder to be included in any registration is reduced below 50% of the shares requested to be included in such other proportions registration as a result of allocations pursuant to this Section 7.2(b), then such registration shall mutually not be agreed to by all such selling Holdersdeemed a registration for purposes of Section 7.2(a)(ii). In no event shall If any Holder of Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person or Other Stockholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded withdrawn shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If In the event that a registration pursuant to Section 2.1 is for a registered public offering involving an underwriting requested by the Initiating Holders intend to distribute Holders, the Registrable Securities covered by their request by means of an underwriting, they Company shall so advise the Company Holders as a part of their request made the notice given pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 2.1, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter of the underwriter or underwriters recognized national standing selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Company and reasonably acceptable to the CompanyHolders holding a majority of the Registrable Securities proposed to be distributed by the Holders through such underwriting. Notwithstanding any other provision of this Section 2.1, if the managing underwriter or underwriters advise advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that were proposed to be in the registration and notwithstanding anything in Section 2.2 to the contrary, the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all Holders thereof in proportion, as nearly as practicable, to the selling respective amounts of Registrable Securities requested to be included by such Holders based on at the time of filing the registration statement; provided, that all Registrable Securities under this Section 2.1 shall be included in such registration before any other shares are included pursuant to Section 2.2 or otherwise. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account disapproves of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such the underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the Company, the managing underwriter or and the Initiating Holders. The Registrable Securities and/or other securities so excluded withdrawn shall also be withdrawn from registration. Any , and such Registrable Securities or other securities excluded or withdrawn from such underwriting shall also not be withdrawn from transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are so withdrawn from **** Certain information has been omitted and filed separately with the registration Securities and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal Exchange Commission. Confidential treatment has been requested with respect to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveomitted portions.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise each of the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 3(a)(i). In such event, the right of any Holder each of the Holders to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 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. If the Company shall request inclusion in any registration pursuant The Holders whose shares are to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons included in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company registration shall (together with all Holders proposing to distribute the Company and the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.13, if the underwriters advise the Initiating Holders in writing representative determines that marketing factors require a limitation on the number of shares to be underwritten, and (x) if such registration is the Initial Public Offering, the representative may, subject to the allocation priority set forth below, exclude from such registration and underwriting all of the Registrable Securities which would otherwise be underwritten pursuant hereto, and (y) if such registration is other than the Initial Public Offering, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than twenty-five percent (25%) of the securities included therein. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: The securities of the Company held by Other Stockholders of the Company (other than Registrable Securities, if any are held by such Other Stockholders, and other than securities held by holders (other than Holders) who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be so included in the registration and underwriting by each of the Holders and the Demanding Holders shall be apportioned reduced, on a pro rata among the selling Holders basis (based on the number of Registrable Securities held shares requested to be included by all selling such Holder), by such minimum number of shares as is necessary to comply with such limitation. If any of the Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account any Other Stockholder disapproves of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded may elect to withdraw therefrom without liability to any party by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 1.3(a)(i). In such event, event the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 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. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their Registrable Securities through such underwriting shall, together with the Company and the other parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.11.3, if the underwriters advise the Initiating Holders in writing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the number of Registrable Securities that underwriter may be so included shall be apportioned pro rata among the selling Holders based on limit the number of Registrable Securities held by all selling Holders to be included in the registration and underwriting, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall may exclude Registrable Securities be excluded entirely from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree underwriting subject to the terms of any such underwriting, such person this Section 1.3. The Company shall be excluded therefrom by written notice from so advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of such securities, including Registrable Securities, that may be included in the registration and underwriting shall be allocated in the following manner: (i) first, shares, other than Registrable Securities and other securities that have contractual rights with respect to registration similar to those provided for in this Section 1.3, requested to be included in such registration was previously reduced as by stockholders shall be excluded, and (ii) second, if a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to limitation on the number of shares so withdrawnis still required, with such shares the number of securities to be included shall be allocated among such Holders requesting additional inclusionthe holders of Registrable Securities and other securities that have contractual rights with respect to registration similar to those provided for in this Section 1.3 in proportion, as nearly as practicable, to the amounts of securities held by each such holder at the time of filing the Registration Statement; provided, however, that the aggregate value of securities (including Registrable Securities) to be included in such registration by the Holders may not be so reduced to less than 25% of the total value of all securities included in such registration except in the Company’s first Qualified Public Offering (as defined below). For purposes of any such underwriter cutback, all Registrable Securities and other securities held by any holder that is a partnership, limited liability company or corporation shall also include any Registrable Securities held by the partners, retired partners, members, stockholders or affiliated entities of such holder, or the estates and Family Members (as defined below) of any such partners, retired partners, members and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be deemed to be a single “selling holder,” and any pro rata reduction with respect to such “selling holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling holder,” as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Except as specifically set forth above.herein, nothing in

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 5(a) and the Company shall include such information in the written notice referred to in subsection 2.1(a)(iSection 5(a). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 5 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 requested (unless otherwise mutually agreed by a majority in interest of the participating Holders) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-mutual agreement of the Company and a majority in interest of the Initiating participating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.15, if the underwriters advise managing underwriter advises the Initiating Holders in writing that market or marketing factors require a limitation on of the number of shares to be underwritten, then, subject to the provisions of Section 5(a), the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all Holders requesting inclusion in the selling registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders based on at the time of filing the registration statement; provided, however, that no Registrable Securities requested to be included in such registration by the Holders shall be excluded from such registration unless and until all other securities of the Company have first been excluded therefrom. No Registrable Securities excluded from the registration by reason of the managing underwriter's limitation shall be included in such registration. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the other participating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, however, that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by all selling other participating Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to may be included in such registration was previously reduced as a result (up to the maximum of marketing factors pursuant to this Section 2.1(dany limitation imposed by the underwriters), then the Company shall then offer to all Holders who have retained rights to include securities included Registrable Securities in the registration the right to include additional Registrable Securities in the registration same proportion used in an aggregate amount equal to determining the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveunderwriter limitation in this Section 5(c).

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company Partnership as a part of their request made pursuant to this Section 2.1 2 and the Company Partnership shall include such information in the written notice referred to in subsection 2.1(a)(iSection 2(a)(1) above. A majority-in-interest of the Initiating Holders shall have the right to select the lead investment banker and manager, and any co-managers (all of which shall be nationally recognized firms), to administer the offering, subject to the Partnership’s approval which will not be unreasonably withheld or delayed. In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. If the Company Holders or Other Partners shall request inclusion in any registration to be effected pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.12, the Initiating Holders shall, on behalf of all Holders, shall offer to include the securities of such securities Holders and Other Partners in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)Agreement. The Company Partnership shall (together with all Holders and Other Partners proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 2.12, if the underwriters advise managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities being sold for the account of the Partnership and the securities of the Partnership (other than Registrable Securities) held by the Other Partners shall be excluded from such registration to the extent so required by such limitation, and if a further limitation of the number of shares is required, the Initiating Holders shall so advise all Holders of Registrable Securities requesting registration pursuant to this Section 2, and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all such Holders (including the selling Holders based on Initiating Holders) in proportion, as nearly as practicable, to the number respective amounts of Registrable Securities held by all selling Holders or which they had requested to be included in such other proportions as shall mutually be agreed to by all such selling Holdersregistration. In no event shall No Registrable Securities be or any other securities excluded from such registration unless all other stockholders’ securities and securities for the account underwriting by reason of the Company have been first excludedunderwriter’s marketing limitation shall be included in such registration. If a person any Holder or Other Partner who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the CompanyPartnership, the managing underwriter or and the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from registration unless otherwise agreed in accordance with the registration and if last sentence of the number first paragraph of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2(b), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders and Other Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 1.3(a)(i). In such event, event the right of any Holder and/or any Other Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 1.3 shall be conditioned upon such Holder’s 's and/or Other Holder's participation in such underwriting and the inclusion of such Holder’s Registrable Securities their securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating All Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Other Holders proposing to distribute their securities through such underwriting) underwriting shall, together with the Company, enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.11.3, if the underwriters advise the Initiating Holders in writing managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may limit the securities to be included in such registration. The Company shall so advise all Holders and Other Holders, and the number of shares that may be included in the registration and underwriting shall be allocated, FIRST, to the Company (if the registration has been initiated by the Company), SECOND, among all the participating Holders in proportion to the respective amounts of Registrable Securities that may be so included shall be apportioned pro rata held by such Holders at the time of filing of the registration statement, and, THIRD, among the selling Other Holders based on in proportion to the number of shares proposed to be included in such registration by such Other Holders, provided that in no event shall the number of Registrable Securities held by all selling Holders or included in any such other proportions as shall mutually offering be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account reduced below 20% of the Company have been first excludedtotal number of securities in the offering. If a person who has requested inclusion in such registration as provided above does not agree to any Holder or Other Holder disapproves of the terms of any such underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationmanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from , and shall not be transferred in a public distribution prior to one hundred eighty (180) days with respect to the Company's initial public offering and 90 days otherwise after the effective date of the registration and if statement relating thereto, or such other shorter period of time as the number of shares to be included in such registration was previously reduced as a result of marketing factors underwriters may require pursuant to this Section 2.1(d1.11 or to the extent that any entity or person participating in the offering is released, in whole or in part, from its "market standoff" agreement (in which event any time restriction of Purchaser will be released in a similar manner), then and the Company shall then offer to all Holders who have retained rights use reasonable efforts to include securities in the registration related underwriting agreement language to reflect the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number foregoing provisions of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth abovethis sentence.

Underwriting. If the Holders initiating the registration request under this Section 2.2 ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall will so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall will include such information in the written notice referred to in subsection 2.1(a)(iSection 2.2(a). In such event, the right of any Holder to include all or any portion of its his Registrable Securities in a such registration pursuant to this Section 2.1 shall will be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting will enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company will so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included shall in the underwriting will be apportioned reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata among the selling Holders based on basis according to the number of Registrable Securities then outstanding held by all selling Holders or each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such other proportions as shall mutually underwriting and registration will not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also will be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 7.3(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 7.3 shall be conditioned upon such Holder’s 's participation in such underwriting and underwriting, the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided hereinherein and such other restrictions as may be reasonably imposed by the underwriter and the Company. If All Holders proposing to distribute their securities through such underwriting shall (together with the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion other holders of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing registration rights to distribute participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.17.3, if the representative of the underwriters advise advises the Initiating Holders Company in writing that marketing factors require a limitation on the number of shares to be underwrittenunderwritten or the Company's Board of Directors reasonably determines that the number of shares proposed to be registered must be reduced in view of then existing market conditions, the Company shall be required to include in the offering only that number of Registrable Securities that may be the Board of Directors determine in their sole discretion will not jeopardize the success of the offering (the securities so included shall to be apportioned pro rata among the selling Holders based on according to the number total amount of Registrable Securities held (to be determined assuming full conversion of all securities convertible into Registrable Securities at such time) entitled to be included therein owned by all each selling Holders Holder or in such other proportions as shall mutually be agreed to by all be such selling Holders. In ), but in no event shall the amount of Registrable Securities of the selling Holders included in such offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities (in which case, the selling Holders may be excluded from if the underwriters make the determination described above and no other shareholder's securities are included in such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedoffering). If a any person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person he or she shall be excluded therefrom by written notice from the Company, the underwriter Company or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d)factors, then the Company shall then offer to all Holders persons who have retained rights the right to include securities in the registration the right to include additional Registrable Securities securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders the persons requesting additional inclusion, as set forth aboveinclusion in accordance with Section 7.10.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 2.2(a)(i). In such event, event the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 2.2 shall be conditioned upon such Holder’s participation in such underwriting underwriting, and the inclusion of such Holder’s Registrable Securities in the underwriting shall be limited to the extent provided herein. If the Company shall request inclusion in any registration pursuant All Holders proposing to this Section 2.1 of distribute their securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in through such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise the Initiating Holders in writing managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the number of managing underwriter may limit the Registrable Securities to be included in such registration (i) in the case of the Company’s initial public offering, to zero, and (ii) in the case of any other offering, to an amount no less than twenty-five percent (25%) of all shares to be included in such offering; provided however, that may be so included (x) any such limitation or “cutback” shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by first applied to all selling Holders or shares proposed to be sold in such offering other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities than for the account of the Company have been which are not Registrable Securities and (y) notwithstanding clause (x), in no event shall any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 2.1 be excluded from such offering. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities or other securities that may be included in the registration and underwriting shall be first excludedallocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest one hundred (100) shares. For purposes of the preceding provisions concerning apportionment, for any selling stockholder which is an Investor and which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence. If a person who has requested inclusion in such registration as provided above does not agree to any Holder or holder disapproves of the terms of any such underwriting, such person shall be excluded he may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationmanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from , and shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of the registration and if statement thereto, or such other shorter period of time as the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveunderwriters may require.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company Corporation as a part of their request made pursuant to this Section 2.1 1.3(a)(i) hereof and the Company Corporation shall include such information in the written notice referred to in subsection 2.1(a)(i)Section 1.3(a)(i) hereof. In such event, the right of any Holder to include all or any portion of its Registrable Securities participate in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.3(a)(i), and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.11.3(a), the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)1. The Company Corporation shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (but subject to the reasonable approval of the Holders holding a majority of the Registrable Securities to be included in such underwriting) with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest Holders holding a majority of the Initiating HoldersRegistrable Securities to be included in such underwriting, which underwriters managing underwriter shall be reasonably acceptable to the CompanyCorporation. The Corporation and the Holders participating in such underwriting shall reasonably cooperate with any such underwriter. Notwithstanding any other provision of this Section 2.11.3, if the underwriters advise managing underwriter advises the Initiating Holders in writing that that, in its good faith judgment, marketing factors require a limitation on of the number of shares to be underwritten, then the Corporation shall so advise all participating Holders and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or allocated as set forth in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedSection 1.11. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the CompanyCorporation, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d1.3(a)(ii), then the Company Corporation shall then offer to all Holders persons who have retained rights to include securities in the registration the right to include additional Registrable Securities securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders persons requesting additional inclusioninclusion in accordance with Section 1.11. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Corporation may include securities for its own account (or for the account of other shareholders in accordance with the terms of this Agreement) in such registration if the underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited. If the number of Registrable Securities excluded from the underwriting exceeds fifty percent (50%) of the total Registrable Securities requested to be included in such underwriting by the Holders, then Holders of a majority of the Registrable Securities requested to be included in such underwriting may elect to terminate the registration. If such election to terminate is elected, such registration shall not count as set forth abovea demand registration.

Underwriting. If the Initiating Holders intend to distribute the Registrable ------------ Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.4 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(iSection 2.4(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 2.4 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 requested (unless otherwise mutually agreed by a majority in interest of the Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters of recognized national standing selected for such underwriting by the majority-in-Company with the approval of a majority in interest of the Initiating participating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.4, if the underwriters advise the Initiating Holders in writing underwriter determines that marketing factors require a limitation on of the number of shares to be underwrittenunderwritten or that applicable state law prohibits the registration of any Holders' Registrable Securities because of the failure or lack of obligation of such Holder to contribute to the cost of such registration and so advises the participating Holders in writing, then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all such Holders in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held owned by all selling such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation or such state law shall be included in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating other Holders. The Registrable Securities and/or other securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from ; provided, however, that, if by the registration and if the withdrawal of such Registrable Securities a greater number of shares to Registrable Securities held by other Holders may be included in such registration was previously reduced as a result (up to the maximum of marketing factors pursuant to this Section 2.1(dany limitation imposed by the underwriters), then the Company shall then offer to all Holders who have retained rights to include securities included Registrable Securities in the registration the right to include additional Registrable Securities in the registration same proportion used above in an aggregate amount equal to determining the underwriter limitation. If the underwriter has not limited the number of shares so withdrawn, with such shares Registrable Securities to be allocated among underwritten, the Company may include securities for its own account or the account of others in such Holders requesting additional inclusion, as set forth aboveregistration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(iSection 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest Holders of a majority of the Registrable Securities held by the Initiating Holders, Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.12.2 or Section 2.4, if the underwriters advise underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation on of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares to be underwritten, the number of Registrable Securities that may be so included in the underwriting shall be apportioned allocated to the Holders of such Registrable Securities on a pro rata among the selling Holders basis based on the number of Registrable Securities held by all selling such Holders or (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise each of the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 2(b)(i)(A). In such event, the right of any Holder each of the Holders to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 2(b) shall be conditioned upon such Holder’s Holders' participation in such underwriting and the inclusion of such Holder’s Holders' Registrable Securities in the underwriting to the extent provided herein. If ; provided, however, that the Company Investors shall request inclusion in any registration pursuant not be required to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons participate in such underwriting and if the inclusion of the Company’s and such person’s other securities of Investors notify the Company and that they are seeking registration of their acceptance shares solely to enable a distribution of the further applicable provisions of this Section 2 (including Section 2.10)such shares to their partners or their Affiliates' partners. The Company Holders whose shares are to be included in such registration (other than the Investors, if the Investors elect not to participate in such underwriting) shall (together with all Holders proposing to distribute the Company and the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12(b), if the underwriters advise the Initiating Holders in writing such representative determines that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities that may to be so included shall be apportioned pro rata among in the selling Holders registration and underwriting to not less than fifty percent (50%) of the shares included therein (based on the number of shares). The Company shall immediately advise all holders of securities of the Company requesting registration of such limitation, and the number of shares of such securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: The securities of the Company held by officers, directors and Other Stockholders of the Company (other than Registrable Securities and other than securities held by all selling Holders or in holders who by contractual right demanded such other proportions as registration ("Demanding Holders")) shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for underwriting to the account extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting by each of the Company have been first excludedHolders shall be reduced, on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to comply with such limitation. If a person who has requested inclusion in such registration as provided above does not agree to any of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, such person shall be excluded he may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend Requesting Stockholder intends to distribute the Registrable Securities covered by their its request by means of an underwritingunderwritten offering, they then it shall so advise the Company as a part of their request made pursuant to this Section 2.1 the Demand Notice, and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Request Notice. In such event, the right of any Holder to include all or any portion of its his Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities to in the extent underwriting (unless otherwise mutually agreed by the Requesting Stockholder and such Holder) as provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the The Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-Requesting Stockholder. All Holders, whether or not they are participating in such offering, and the Company agree not to effect any sale, transfer, assignment, pledge or conveyance of (including, without limitation, taking any short position in-interest ) the Common Stock (or any securities of the Initiating HoldersCompany exchangeable or convertible into Common Stock) during (i) the 90-day period (or such longer period required by the underwriters of such offering) beginning on the effective date of a registration statement filed by the Company (except pursuant to the registration effected thereby), or (ii) any period in which underwriters trading in the Company's securities is restricted pursuant to Company insixxx xxxxxxx xxxicies; provided, however, that no Sponsor shall be reasonably acceptable subject to the restrictions imposed by clause (ii) of this Section during any period in which it has not designated any of the directors of the Company and is otherwise not affiliated with the Company. Notwithstanding any other provision of this Section 2.13.2 or Section 3.3, if the underwriters advise the Initiating Holders managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the managing underwriter(s) may exclude shares of the Registrable Securities from the registration and the underwriting, and the number of shares that will be included in the registration and the underwriting shall be allocated, first to be underwritten, the number Requesting Stockholder and to each of the Holders requesting inclusion of their Registrable Securities that may be so included shall be apportioned in such registration statement pursuant to Section 3.3 hereof or Section 2.3 of the Investor Rights Agreement on a pro rata among the selling Holders basis based on the total number of Registrable Securities held by all selling the Requesting Stockholder and each such Holder, and second to the Company. No other shares may be included (other than by the Company or by the Holders pursuant to Section 3.3 hereof or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account Section 2.3 of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to Investor Rights Agreement) without the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveRequesting Stockholder's consent.

Underwriting. (a) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 4.1 and the Company shall include such information in the written notice to all Holders referred to in subsection 2.1(a)(i)Section 4.1. In such event, event the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting underwritten offering and the inclusion of such Holder’s 's Registrable Securities to in such underwritten offering (unless otherwise mutually agreed by a majority in interest of the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, Registrable Securities held by the Initiating Holders shall, on behalf of all Holders, offer to include and by such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10Holder). The Company shall (together with and all Holders proposing to distribute their securities through such underwriting) underwritten offering shall enter into an underwriting agreement in customary form (including customary commercial terms) with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-Initiating Holders representing a majority in interest of the Registrable Securities held by the Initiating Holders, Holders after consulting with the Company (which underwriter or underwriters shall be reasonably acceptable to the Company). The Company shall provide such representations, warranties and other agreements as are generally prevailing in agreements of this type; provided that such underwriting agreement shall not impair the indemnification rights of the Holders granted under Section 7; and provided further, that no Holder shall be required to make any representations or warranties to, or agreements with, any underwriter(s) in a registration other than customary representations, warranties and agreements relating to information regarding such Holder contained in a writing furnished by such Holder to the Company expressly for use in the related registration statement or prospectus, such Holder's title to the Registrable Securities and authority to enter into the underwriting agreement, such Holder's intended method of distribution and any other representations required by applicable law. (b) Notwithstanding any other provision of this Section 2.14, if the underwriters advise managing underwriter(s) advises the Initiating Holders Company that in writing that marketing factors require a limitation on the number of shares to be underwrittenits opinion, the number of securities of the class requested to be included in the registration statement (including securities of the Company for its own account or for the account of other persons who are not holders of the Registrable Securities) exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities to be offered, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of securities that may be so included in the underwritten offering shall be apportioned reduced as required by the managing underwriter(s) and the Company will include in such registration (i) first, the maximum number of Registrable Securities requested to be included therein, pro rata among the selling respective Holders based thereof on the number basis of the amount of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result by each such Holder, and (ii) second, the maximum amount of marketing factors pursuant other securities requested to this Section 2.1(dbe included therein (including any by the Company), then pro rata among the Company shall then offer holders of such other securities and the Company, if applicable, on the basis of the amount of securities requested to all Holders who have retained rights to include securities be included in such registration by each such holder and the registration the right to include additional Company, if applicable. Any Registrable Securities in excluded or withdrawn from such underwritten offering shall be withdrawn from the registration in an aggregate amount equal to registration. If the managing underwriter(s) has not limited the number of shares so withdrawn, with such shares Registrable Securities or other securities to be allocated among underwritten, the Company and other persons which are not holders of Registrable Securities may sell securities in such Holders requesting additional inclusion, as set forth aboveregistered underwritten offering if the managing underwriter(s) so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 7.5(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 7.5 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. If the Company shall request inclusion in any registration pursuant All Holders proposing to this Section 2.1 of distribute their securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in through such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute the Company, directors and officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.17.5, if the underwriters advise the Initiating Holders in writing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: The number of shares that may be included in the registration and underwriting on behalf of such Holders, directors and officers and Other Shareholders shall be allocated among such Holders, directors and officers and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities held by such persons at the time of filing the registration statement, provided, however, that may be so included the underwriter's limitation shall be apportioned pro rata among not apply to Holders unless it also applies in the selling Holders based on same proportion to the number Company's other Shareholders. In addition, the Company hereby covenants and agrees not to grant registration rights similar to those contained in Section 7.5 to any other party that will provide such party with preferential terms and conditions with respect to underwriters' limitations. If any Holder of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account any officer, director or Other Shareholder disapproves of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded party may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the The right of any Holder Investor to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such HolderInvestor’s participation in such an underwriting and the inclusion of such HolderInvestor’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders Investors shall, on behalf of all HoldersInvestors, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders Investors and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are subject to the approval of a majority-in-interest of the Initiating HoldersInvestors (such approval not to be unreasonably withheld, which underwriters shall be reasonably acceptable to the Companyconditioned or delayed). Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders Investors in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Investors shall so advise all Investors of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned pro rata allocated among such Investors of Registrable Securities, including the selling Holders based on Initiating Investors, in proportion (as nearly as practicable) to the number of Registrable Securities held owned by all selling Holders each Investor or in such other proportions proportion as shall mutually be agreed to by all such selling Holders. In no event shall Investors; provided, however, that (i) the number of Registrable Securities held by the Investors to be excluded from included in such registration underwriting shall not be reduced unless all other stockholders’ securities and (other than the securities for the account sold on behalf of the Company have been Company) are first excludedentirely excluded from the underwriting, and (ii) the number of Registrable Securities included in the offering shall not be reduced below twenty-five percent (25%) of the total number of securities included in such offering, unless such offering is a Qualified IPO, in which case the selling Investors may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating HoldersInvestors. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If In the event that a registration pursuant to this Section 4.1 is for a registered public offering involving an underwriting, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall will so advise the Company as a part of their the written request made given by such Initiating Holders pursuant to this Section 2.1 4.1(a), and the Company shall include such information in turn advise the written Holders as part of the notice referred given pursuant to in subsection 2.1(a)(iSection 4.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 4.1 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 4.1, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-Company, but subject to the reasonable approval of a majority in interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.14.1, if the underwriters advise managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Company shall so advise all Holders, and the number of Registrable Securities shares that may be so included in the registration and underwriting shall be apportioned pro rata allocated first among all Holders in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held by all selling such Holders or in such at the time of filing the registration statement; PROVIDED, HOWEVER, that no stock other proportions as shall mutually be agreed to than capital stock owned by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion is included in such registration as provided statement. No Registrable Securities or other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above does not agree provisions, the Company or the underwriters may round the number of shares allocated to any holder to the nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the managing underwriter or and the Initiating Holders. The Registrable Securities and/or other securities so excluded withdrawn shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 1.6(a) (i). In such event, event the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 1.6 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. If the Company shall request inclusion in any registration pursuant All Holders proposing to this Section 2.1 of distribute their securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in through such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.11.6, if the underwriters advise the Initiating Holders in writing managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all Holders in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held by all selling such Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such at the time of filing the registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedstatement. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded he may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationmanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from , and shall not be transferred in a public distribution prior to ninety days after the effective date of the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth abovestatement relating thereto.

Underwriting. If the Holders initiating the registration ------------ request under this Section 3 ("Initiating Holders Holders") intend to distribute the Registrable Securities Shares covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 3 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(iSection 3(a). In such event, the right of any Holder to include all or any portion of its Registrable Securities Shares in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities Shares in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities Registrable Shares through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-Company and a majority in interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.13, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Shares that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities Shares that may be so included in the underwriting shall be apportioned reduced as required by the underwriter(s) and allocated among the Holders of Registrable Shares on a pro rata among the selling Holders based on basis according to the number of Registrable Securities Shares then outstanding held by all selling Holders or each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Shares to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities Shares excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend Sterling intends to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Section 2(a)(1) above. In such eventSterling shall have the right to select the lead investment banker and manager, and any co-managers, to administer the offering, subject to the Company’s approval which will not be unreasonably withheld. The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 2 or Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by Sterling and such Holder with respect to such participation and inclusion) to the extent provided herein. If Holders (pursuant to Section 3), officers or directors of the Company or Other Stockholders holding securities of the Company shall request inclusion in any registration to be effected pursuant to this Section 2.1 of securities being sold for its own account2, or if other persons Sterling shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include the securities of such securities Holders, officers, directors and Other Stockholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)Agreement. The Company shall (together with all Holders Holders, officers, directors and Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 2.12, if the underwriters advise the Initiating Holders managing underwriter advises Sterling in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company (other than Registrable Securities) held by officers or directors of the Company shall be excluded from such registration to the extent so required by such limitation (pro rata based upon the number of securities requested to be included in such registration by each such person), and if a further limitation of the number of shares is required, the securities of the Company (other than Registrable Securities) held by Other Stockholders shall be excluded from such registration to the extent so required by such limitation (pro rata based upon the number of securities requested to be included in such registration by each such person), and if a further limitation of the number of shares is required, the Registrable Securities held by officers and directors of the Company shall be excluded from such registration to the extent so required by such limitation (pro rata based upon the number of securities requested to be included in such registration by each such person)and if a further limitation of the number of shares is required, Sterling shall so advise all Holders of Registrable Securities requesting registration pursuant to this Section 2 and pursuant to Section 3, and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all such Holders in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held by all selling Holders or which they had requested to be included in such other proportions as shall mutually be agreed to by all such selling Holdersregistration at the time of filing the registration statement. In no event shall No Registrable Securities be or any other securities excluded from such registration unless all other stockholders’ securities and securities for the account underwriting by reason of the Company have been first excludedunderwriter’s marketing limitation shall be included in such registration. If a person any Holder of Registrable Securities, officer, director or Other Stockholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the managing underwriter or the Initiating Holdersand Sterling. The securities so excluded withdrawn shall also be withdrawn from registration. Any If the managing underwriter has not limited the number of Registrable Securities or other securities excluded or withdrawn from to be underwritten, the Company may include its securities for its own account in such underwriting shall also be withdrawn from such registration. If shares are registration if the managing underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result and underwriting will not thereby be limited unless the inclusion of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the such registration the right to include additional Registrable Securities will, in the registration in an aggregate amount equal to reasonable judgment of the number of shares so withdrawnmanaging underwriter, with such shares to be allocated among such Holders requesting additional inclusion, as set forth abovehave a material adverse effect on the anticipated offering price.

Underwriting. If the Initiating Holders intend Hampshire intends to distribute the Registrable Securities covered by their its request pursuant to Section 2(b) by means of an underwriting, they then it shall so advise the Company as a part of their request made pursuant to this Section 2.1 its request, and the Company shall include such information in the written notice referred to in subsection 2.1(a)(iSection 2(b)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)underwriting. The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest Holders of a majority of the Initiating Holders, which underwriters shall be Registrable Securities being registered and reasonably acceptable to the CompanyCompany (including a market stand-off agreement of up to ninety (90) days if required by such underwriters). Notwithstanding any other provision of this Section 2.12(b), if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata among the selling Holders based on basis according to the number of Registrable Securities then outstanding held by all selling Holders or each Holder requesting registration; provided, however, that the number of shares of Registrable Securities to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been and any selling securityholder other than the Holders are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.