Common use of Underwriting Clause in Contracts

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this under Section 2.3 1.5(a), and the Company shall include such information in so advise the Request NoticeHolders as part of the notice given pursuant to Section 1.5(a)(i). In such event, the The right of any Holder to include its Registrable Securities in such registration pursuant to Section 1.5 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 1.5 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) underwriting, to the extent requested and provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of Company and a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyHolders. Notwithstanding any other provision of this Section 2.31.5, if the underwriter(s) advise(s) managing underwriter advises the Company in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretowho indicated their intent to participate in the registration in a timely manner, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among the such Holders of Registrable Securities on a pro rata basis according in proportion, as nearly as practicable, to the respective number of Registrable Securities then outstanding held by each Holder requesting such Holders at the time of filing the registration (including the Initiating Holders); statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all Worthington Shares, all Other Shares and all other securities Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not underwriting. No Registrable Securities and are held excluded from the underwriting by any other person, including, without limitation, any person who is an employee, officer or director reason of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to underwriter’s marketing limitation shall be included in such underwriting and registration shall be so includedregistration. 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 any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementInitiating Holders. Any The Registrable Securities excluded or so withdrawn shall also be withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five twenty percent (2520%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed $5,000,000) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2.1(a) and the Company shall include such information in the Request Demand Notice. In such event, the right of any Holder to include its such Holder’s Registrable Securities in such registration 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. The underwriters will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 2.32.1, if the underwriter(s) advise(s) managing underwriters advise the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) underwriters and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. (a) If the Holders initiating the registration request under this Section 2.3 2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. . (b) Notwithstanding any other provision of this Section 2.32, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among (i) first, to the Investors on a pro rata basis according to the number of Registrable Securities then Outstanding held by the Investors requesting registration and (ii) then, to the other Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding Outstanding held by each such Holder requesting registration (including the Initiating Holders)registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2 and the Company shall include such information in the Request NoticeNotice referred to in the Section 2.1. In such event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned conditional 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 initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32, if the underwriter(s) advise(sdetermine(s) the Company in writing good faith that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that (i) the number of Registrable Securities included in any such registration shall not be reduced below thirty percent (30%) of the aggregate number of Registrable Securities for which inclusion has been requested and (ii) the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedregistration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration 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 initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2.1 and the Company shall include such information in the Request Noticewritten notice given pursuant to Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 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. All If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of 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 shall underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders of holding a majority of the Registrable Securities being registered and held by such Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32.1, if the underwriter(s) advise(s) underwriters advise the Company Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, 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 and Other Shares that may be so included in the underwriting shall be reduced allocated as required by follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the underwriter(s) and allocated among the Holders pro rata percentage of Registrable Securities on a pro rata basis according held by such Holders, assuming conversion; (ii) second, to the number of Registrable Securities then outstanding held by each Holder requesting registration Other Selling Stockholders; and (including iii) third, to the Initiating Holders); providedCompany, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of which the Company may allocate, at its discretion, for its own account, or any subsidiary for the account of other holders or employees of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities . If a person who has requested by the Holders to be included inclusion in such underwriting and registration shall be so included. If any Holder disapproves of as provided above does not agree to the terms of any such underwriting, such Holder may elect to withdraw person shall be excluded therefrom by written notice to from the Company and Company, the underwriter(s), delivered at least ten (10) business days prior to underwriter or the effective date of the registration statementInitiating 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 excluded and withdrawn from such registration. If shares are so withdrawn from the registrationregistration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) 25)% of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.2 (the “Initiating Holders”"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 2.3 2.2 and the Company shall include such information in the Request Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include its his Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 3 and the Company shall include such information in the Request Noticewritten notice referred to in subsection 3(a). In such event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned conditional 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 initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyCompany (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Section 2.33, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration 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 Holders initiating the registration request under this Section 2.3 2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2 and the Company shall include such information in the Request Noticewritten notice referred to in Clause 2(a). In such an event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned conditional 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. All the Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all the Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of the Outstanding Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that in all public offering of securities, the number right of the underwriter(s) to exclude shares of (including Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded Securities) from the registration and underwriting and registration including, without limitation, as described above shall be restricted so that all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of shall first be excluded from such registration and underwriting before any Registrable Securities requested by the Holders to be included in such underwriting and registration shall be are so includedexcluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), which notice shall be delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held requested by each Holder requesting registration (including the Initiating Holders)) to be included; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, including all shares that are not Registrable Securities and are held by any other person, including, without limitation, including any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other personPerson, including, without limitation, any person Person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five fifty percent (2550%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other personPerson, including, without limitation, any person Person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, further that at least twenty-five fifty percent (2550%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.1 (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 2.3 the Holder Notice and the Company shall include such information in the Request Company Notice. In such event, the right of any Holder to include its his Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32.1, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration under this Section 2.1 (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless (i) all other securities Registrable Securities held by Holders requesting registration under Section 2.2 are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not on a pro rata basis based on the total number of Registrable Securities and are then held by any each such Holder; and (ii) all other person, including, without limitation, any person who is an employee, officer or director securities of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested whether being sold by the Holders to be included in such Company or otherwise) are then entirely excluded from the underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence. If any such registration, as a result of a reduction at the request of an underwriter, does not include at least 8% of the Registrable Securities Then Outstanding, such registration shall not constitute a demand for purposes of Section 2.1(d).

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of at least a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding Then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares Shares that are not Registrable Securities and are held by any other personPerson, including, without limitation, any person Person who is an employee, officer or director of the Company or any subsidiary Subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 3.5 and the Company shall include such information in the Request NoticeNotice referred to in Section 3.5(a). In such eventthe event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.33.5, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other personPerson, including, without limitation, any person Person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedGroup Companies. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities and/or other securities so excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are Affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2.2 and the Company shall include such information in the Request Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include his, her, or its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of Company and acceptable to a majority in interest of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities held by holder(s) of the Series A Shares, the Series A-1 Shares, the Series B Shares, the Series D Shares and the Series E Shares to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, consultant, officer or director of the Company or any subsidiary of the Company; provided further, further that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend any Holder intends to distribute the Registrable Securities covered by their request made pursuant to Section 2.1(a) by means of an underwriting, then they such Holder shall so advise the Company as a part of their its request made pursuant to this Section 2.3 2.1 and the Company shall include such information in the Request NoticeNotice referred to in Section 2.1(a). In such eventthe event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration 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 Holder that made the request pursuant to Section 2.1(a) and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32.1, if the underwriter(s) advise(s) the Company and the Holders participating in such offering in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, and unless all other securities of the Company (including, without limitation, securities proposed to be offered by the Company) are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statementRegistration Statement. Any Registrable Securities and/or other securities so excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If a Piggyback Registration relates to an underwritten offering, the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they Company shall so advise the Company as a part Holders of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request NoticeRegistrable Securities. In such event, the right of any such Holder to include have its Registrable Securities included in such registration Piggyback Registration 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. All Holders proposing to distribute their securities Registrable Securities through such underwriting (together with the Company) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3Agreement, if the underwriter(s) advise(s) the Company underwriter or underwriters of a Piggyback Registration or a registration on Form S-3 made pursuant to Section 2.3 below determine in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, 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 shares that may be included in the underwriting shall be reduced allocated as required follows: (i) first, to the securities the Company proposes to sell; (ii) second, to the Registrable Securities requested to be included in such registration by the underwriter(s) and allocated among the Holders of Registrable Securities seeking registration under this Section 2.2 on a pro rata basis according to based on the total number of Registrable Securities then outstanding held by each Holder requesting such Holders; (iii) third, to the Registrable Securities held by Holders other than Holders who requested that their Registrable Securities be included in such registration under this Section 2.2, pro rata based on the total number of Registrable Securities held by such Holders; and (including iv) fourth, to the Initiating securities of any other stockholder of the Company (other than a Holder) on a pro rata basis, or in such other proportions as mutually agreed to by such selling Holders); provided, however, that in no event shall the number amount of shares securities of Registrable Securities to the participating Holders included in the Piggyback Registration be reduced below 25% of the total amount of securities included in such underwriting and registration shall not be reduced offering, unless all other securities are first entirely excluded from such offering is the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary Initial Offering of the Company; provided further’s securities, that at least twenty-five percent (25%) of shares of Registrable Securities requested by in which case the participating Holders to may be included in such underwriting entirely excluded if the managing underwriter makes the determination described above and registration shall be so no other stockholder’s securities are included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s)underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited liability company or corporation, the partners, former partners, members, former members and stockholders of such Holder, or the estates and Immediate Family Members of any such partners, former partners, members, former members or stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and all members of the Fidelity Group shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend a Demand Right Holder intends to distribute the Registrable Securities covered by their its request by means of an underwritingunderwritten offering, then they it shall so advise the Company as a part of their request made pursuant to this Section 2.3 the Demand Notice, and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include his, her or its Registrable Securities in such registration pursuant to the rights set forth in Section 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 as provided in this Agreement (unless otherwise mutually agreed by a majority in interest of such Holder and the Initiating Holders Majority Holder(s)). The Company and such Holder) to the extent provided herein. All all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders Majority Holder(s). 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) Registrable Securities (or any securities of the Company exchangeable or convertible into Registrable Securities) during the 180-day period beginning on the effective date of a majority registration statement filed by the Company pursuant to this Section 2.2, except as part of that Registration, (or for such (i) shorter period as the sole or lead managing underwriter shall request or (ii) longer period as the sole underwriter or lead managing underwriter(s) may request in connection with New York Stock Exchange ("NYSE") or National Association of Securities Dealers, Inc. ("NASD") rules restricting the timing of the underwriters publishing or distributing research reports on the Company) (the "Lock-up Period"); provided, however, that, with respect to offerings other than the Company's Initial Public Offering, Holders who beneficially own less than 1% of the Registrable Securities being registered and reasonably acceptable Then Outstanding shall not be subject to the CompanyLock-up Period unless so required by the managing underwriter and, in such case, the Lock-up Period shall be reduced to a 90-day period beginning on the effective date of such registration statement (or such longer period as the sole underwriter or lead managing underwriter(s) may request in connection with the requirements of applicable NYSE or NASD rules). Each Holder agrees to enter into customary lock-up agreements with an underwriter consistent with the terms of the preceding sentence. Notwithstanding any other provision of this Section 2.2 or Section 2.3, if the managing underwriter(s) advise(s) the Company determine in writing good faith that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the managing underwriter(s) may exclude shares of the Registrable Securities as necessary from the registration and the underwriting, with the number of Registrable Securities that may shares to be included in the registration and the underwriting shall be reduced as required by allocated in the underwriter(s) and allocated among following manner: first, to the Holders Investors requesting inclusion of their Registrable Securities in such registration statement (whether pursuant to Sections 2.2(a), 2.2(b) or 2.3), on a pro rata basis according to basis, based on the total number of Registrable Securities then outstanding held by each Holder such Investor; second, to the Company; and third, to each of the Employee Stockholders requesting registration (including the Initiating Holders); provided, however, that the number of shares inclusion of Registrable Securities in such registration statement pursuant to Section 2.3, on a pro rata basis, based on the total number of Registrable Securities then held by each such Employee Stockholder. No other Registrable Securities may be included (other than by the Company or by the Holders pursuant to Section 2.3) without the consent of the Majority Holder(s). If, as a result of any reduction or limitation at the request of an underwriter, a registration effected pursuant to this Section 2.2 does not include at least 80% of the Registrable Securities that the Holders requested to be registered in the Demand Notice, such registration shall not constitute a demand for purposes of Section 2.2(d). For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are Affiliates of such Holder, shall be deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included "Holder," as defined in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationthis sentence.

Underwriting. (a) If the Holders initiating the registration request under this Section 2.3 2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. . (b) Notwithstanding any other provision of this Section 2.32, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among (i) first, to the Investors on a pro rata basis according to the number of Registrable Securities then outstanding held by each Investor requesting registration and (ii) then, to the other Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration (including the Initiating Holders)registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary Subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2 and the Company shall include such information in the Request Noticewritten notice referred to in Clause 2(a). In such an event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned conditional 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. All the Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all the Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of the Outstanding Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that in any public offering of securities, the number right of the underwriter(s) to exclude shares of (including Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded Securities) from the registration and underwriting and registration including, without limitation, as described above shall be restricted so that all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of shall first be excluded from such registration and underwriting before any Registrable Securities requested by the Holders to be included in such underwriting and registration shall be are so includedexcluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), which notice shall be delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating registration of which the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company ------------ gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 2.3 and the Company shall include such information in the Request Noticesubsection 1.3(a)(i). In such event, event the right of any Holder to include its Registrable Securities in such registration pursuant to subsection 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3subsection 1.3, if the underwriter(s) advise(s) the Company in writing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the underwriter may limit the amount of securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.3(b) shall not be reduced to less than twenty-five percent (25%) of the aggregate securities included in such registration without the prior consent of at least a majority of the Holders who have requested their shares to be included in such registration and underwriting; and provided, further, that the number of shares of Registrable Securities, other than the Common Shares, to be included in such underwriting shall not be reduced until all other securities, including the Common Shares, are first entirely excluded from the underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by allocated first, to the underwriter(s) and allocated Company; second, among the Holders Purchasers requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Purchasers as of the date of the notice pursuant to subsection 1.3(a)(i) above; and third, among the other Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedbasis. If any Holder disapproves of the terms of the any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementunderwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2 and the Company shall include such information in the Request Noticewritten notice referred to in subsection 2(a). In such event, the right of any Holder to include his, her, or its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in reasonable and customary form with the managing underwriter or underwriters selected for such underwriting by the Holders Company. The Company shall not be required to include any securities of a majority of any Holder in such underwriting unless such Holder accepts reasonable and customary terms for the Registrable Securities being registered underwriting as agreed upon between the Company and reasonably acceptable to the underwriters selected by the Company and enters into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 2.32, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding Then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.2 (the “"Initiating Holders”) "), intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2.2 and the Company shall include such information in the Request Noticewritten notice referred to in Section 2.2(a). In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of Company and a majority in interest of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 2.32.2 to the contrary, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding Then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the a registration request under this Section 2.3 hereunder (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 Sections 2.2, 2.3 or 2.4 hereof and the Company shall include such information in the Request Noticewritten notice referred to in Sections 2.2(a), 2.3(a) or 2.4 above, as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Initiating Holders of a majority of the Registrable Securities being registered and (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.3Sections 2.2, 2.3 or 2.4 above, if the underwriter(s) advise(s) the Company managing underwriter determines in writing good faith that marketing factors require a limitation of the number of securities to be underwrittenunderwritten (including Registrable Securities) and the managing underwriter so advises the Company in writing, then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and any other potential participants in such registration, the number of Registrable Securities shares that may be included in the underwriting shall be reduced allocated as required by the underwriter(s) and allocated among follows: first to the Holders of Registrable Securities on a pro rata basis according to based on the total number of then outstanding Registrable Securities then outstanding or other shares of capital stock (on an as-converted basis) held by each Holder requesting such Holders and then, if all the Shares held by Holders are included in such registration, to any other potential participants in such registration (including the Initiating other than Holders)) on a pro rata basis; provided, however, that no such reduction shall reduce the number of shares of Registrable Securities held by any Initiating Holder included in the registration to below 30% of the total amount of Registrable Securities then held by such Initiating Holder, unless such offering is the Initial Public Offering, in which case the Initiating Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. Notwithstanding the foregoing, but subject to the allocation set forth above, in no event will shares of any party other than a Holder be included in such underwriting a registration without the written consent of (i) the Holders holding not less than fifty percent (50%) of the Series A Preferred then outstanding and registration shall not be reduced unless all other securities are first entirely excluded from (ii) Landmark, so long as Landmark continues to own at least fifty percent (50%) of the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of capital stock of the Company or any subsidiary owned by Landmark as of the Company; provided furtherdate hereof (as adjusted for stock splits, that at least twenty-five percent (25%) stock dividends, recapitalizations and the like), and otherwise, the Holders holding not less than a majority of the shares of Common Stock then outstanding, if such inclusion would reduce the number of shares of Registrable Securities requested that may be included by the Holders to be included in such underwriting and registration shall be so includedHolders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s)managing underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, corporation or limited liability company, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members, retired members and stockholders and any trusts for the benefit of any of the foregoing person shall be deemed to be collectively a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2.2 and the Company shall include such information in the Request Noticewritten notice referred to in Section 2.2(a). In such event, the right of any Holder to include his, her, or its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders Company. The Company shall not be required to include any securities of a majority any Holder in such underwriting unless such Holder accepts the terms of the Registrable Securities being registered underwriting as agreed upon between the Company and reasonably acceptable to the underwriters selected by it and enters into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”i) intend With respect to distribute the any Underwritten Offering of 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 2.3 a Transfer Notice, (A) the Trust shall select one (and no more than one) nationally recognized investment banking firm acceptable to the Corporation (such acceptance not to be unreasonably withheld, conditioned or delayed), it being agreed that Royal Bank of Canada is acceptable to the Corporation for such purposes, and (B) the Corporation shall select one (and no more than one) nationally recognized investment banking firm acceptable to the Trust (such acceptance not to be unreasonably withheld, conditioned or delayed), which firms together shall jointly lead or manage the Underwritten Offering, and, unless otherwise agreed, each of the Corporation and the Company Trust shall include select an equal number of other nationally recognized investment banking firms, if any, to co-manage such information in the Request Underwritten Offering. (ii) With respect to any Underwritten Offering of Registrable Securities pursuant to a Transfer Notice. In such event, the right of any Holder Trustee agrees (A) to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and sell the inclusion of such HolderTrust’s Registrable Securities on the basis provided in any customary underwriting arrangements approved by the Corporation and the Trustee (such approval not to be unreasonably withheld, conditioned or delayed) and (B) to complete and execute all customary questionnaires, powers of attorney, indemnities, underwriting agreements (unless otherwise mutually agreed by a majority in interest containing indemnity and contribution provisions of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement type made in customary form with the managing underwriter or underwriters selected underwriting agreements for such underwriting by the Holders of a majority of the Registrable Securities being registered an underwritten public offering), lock-ups and other documents reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of under the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationarrangements.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwritinga firm commitment underwritten offering, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 1.2, and the Company shall include such information so advise the Holders as part of the notice given pursuant to Section 1.2(A)(1) or Section 1.2(B)(1), as applicable. The Initiating Holders shall designate any underwriter or underwriters to be retained in connection with any registration pursuant to this Section 1.2, which underwriters shall be reasonably acceptable to the Request NoticeCompany. In such event, the right of any Holder to include its Registrable Securities in such registration pursuant to Section 1.2 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of to the Initiating Holders and such Holder) extent requested shall be limited to the extent provided herein. All The Company or Exchangeco, as applicable, shall (together with all Holders proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Registrable Securities being registered and reasonably acceptable Initiating Holders, but subject to the Company's or Exchangeco's, as applicable, reasonable approval. Notwithstanding any other provision of this Section 2.31.2, if the underwriter(s) advise(s) managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwrittenunderwritten (including Registrable Securities), then the Company or Exchangeco, as applicable, shall so advise all Holders holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among all Holders in proportion, as nearly as practicable, to the Holders respective amounts of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting such Holders at the time of filing the registration (including the Initiating Holders)statement; provided, however, that that, the number of shares of Registrable Securities held by the Initiating Holders to be included in such underwriting and registration shall not be reduced unless all other securities of the Company (including any Philips Registrable Securities) or Exchangeco, as applicable, are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of registration. If a limitation on the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) number of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall still be required after giving effect to the limitation in the preceding sentence, the Company or Exchangeco, as applicable, shall so includedadvise the Holders, and the number of shares that may be included in the underwriting shall be allocated to the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities then held by Holders requesting to have shares included in the registration statement; and provided, that, if, as a result of exclusions by the underwriter or underwriters pursuant to this Section 1.2(D), less than fifty percent (50%) of the aggregate shares of Registrable Securities registered in such offering shall be for the account of Holders, then such registration shall not be treated as an exercise of one of the five (5) registration rights of Holders pursuant to this Section 1.2. 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 Exchangeco, as applicable, 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 Holder person may elect to withdraw therefrom by written notice to the Company or Exchangeco, as applicable, the managing underwriter and the underwriter(s)Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration, delivered at least ten (10) business days and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or such other shorter period of time as the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationunderwriters may require.

Underwriting. If any of the Holders initiating securities to be offered or sold pursuant to the registration request giving rise to the rights under this Section 2.3 (the “Initiating Holders”) intend 7.4 are to distribute the Registrable Securities covered by their request by means of be sold in an underwritingunderwritten offering, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder use reasonable best efforts to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with cause the managing underwriter or underwriters selected for such underwriting by of the proposed underwritten offering to permit the Holders who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in such Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of a majority capital stock, if any, of the Registrable Securities being registered and reasonably acceptable to Company included in the Companyoffering. Notwithstanding any other provision of this Section 2.3, if If the managing underwriter(s) advise(s) the Company that in writing that marketing factors require a limitation of its or their reasonable opinion the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities requested to be included in such underwriting offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per-share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per-share offering price), which securities will be so included in the following order of priority: (i) first, the Company Ordinary Shares and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration includingCompany proposes to sell, without limitation(ii) second, all shares that are not the Registrable Securities of the Holders who have requested inclusion of Registrable Securities pursuant to this Section 7.4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as such Holders may otherwise agree, and are held by (iii) third, any other person, including, without limitation, any person who is an employee, officer or director securities of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities have been requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of , subject to the terms of any such underwritingthis Agreement. Notwithstanding anything to the contrary herein, such the Company shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with an underwritten offering made pursuant to this Section 7.4. No Holder may elect participate in any underwritten registration under this Section 7.4 unless such Xxxxxx (i) agrees to withdraw therefrom by written notice to sell the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from it desires to have covered by the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting shall be excluded and withdrawn from the registrationarrangements.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2 and the Company shall include such information in the Request NoticeNotice referred to in this Section 2.1. In such event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned conditional 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 initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32, if the underwriter(s) advise(sdetermine(s) the Company in writing good faith that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedregistration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration 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 Holders initiating registration of which the registration request under this Section 2.3 (Company gives notice is for a registered public offering involving an Underwritten Offering, the “Initiating Holders”) intend to distribute Company will so advise the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 2.3 and the Company shall include such information in the Request Notice9.2(a)(i). In such event, event the right of any Registrable Securities Holder to include its Registrable Securities in such registration shall pursuant to Section 9.2 will be conditioned upon such Registrable Securities Holder’s participation in such underwriting arrangements, and the inclusion of such Registrable Securities Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) Underwritten Offering will be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.39.2, if the managing underwriter(s) advise(s) the Company in writing determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of managing underwriter(s) may allocate the Registrable Securities which would otherwise to be registered and underwritten pursuant heretoincluded in such Underwritten Offering, and the number of Registrable Securities shares of Common Stock or other securities to be offered by the Company that may be included in the underwriting shall Underwritten Offering as follows: (i) first, to (a) all Registrable Securities requested to be reduced as required included by the underwriter(sPurchaser and its Affiliates and (b) and allocated among newly issued shares of Common Stock to be offered by the Holders of Registrable Securities Company, on a pro rata basis according (as between the Purchaser and its Affiliates on the one hand, and the Company on the other hand), as nearly as practicable and (ii) second, and only if all the securities referred to in clause (i) have been included, to Registrable Securities requested to be included by all Registrable Securities Holders other than the Purchaser and its Affiliates, in proportion, as nearly as practicable, to the number respective amounts of Registrable Securities then outstanding held by each Holder requesting such Registrable Securities Holders at the time of filing the registration (including the Initiating Holders)statement, if any; provided, however, that the number of (a) shares of Registrable Securities of the Purchaser and its Affiliates and (b) the number of newly issued shares of Common Stock to be offered by the Company to be included in such underwriting and registration shall Underwritten Offering will not be reduced unless all securities of all Registrable Securities Holders other securities than the Purchaser and its Affiliates are first entirely excluded from the underwriting and registration includingregistration. To the extent that marketing factors require further limitation of the numbers of shares to be underwritten after such exclusion, without limitation, all the shares that are not of Registrable Securities to be offered by the Purchaser and are held its Affiliates, and the newly issued shares of Common Stock offered by any the Company will be reduced, on a pro rata basis (as between the Purchaser and its Affiliates on the one hand, and the Company on the other personhand), includingfrom the Underwritten Offering. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation will be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, without limitation, any person who is an employee, officer or director the underwriters may round the number of shares allocated to the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationnearest 100 shares.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “"Initiating Holders”") intend to distribute the Registrable Securities covered by their request by means of an underwritingunderwritten offering, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Noticewritten notice referred to in Section 2.3(a). In such event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting pursuant to the terms of the underwritten offering set forth therein and the inclusion of such Holder’s '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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 3.03 and the Company shall include such information in the Request Notice. In such event, the right of any other Holder to include its Registrable Securities in such registration shall be conditioned upon such other 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 other Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of Company; provided, however, that if a majority in interest of the Registrable Securities being registered Initiating Holders have not agreed with such underwriter as to terms and reasonably acceptable to conditions of such underwriting within twenty (20) days following commencement of such negotiations, a majority in interest of the CompanyInitiating Holders may select an underwriter of their choice. Notwithstanding any other provision of this Agreement but subject to Section 2.33.13, if the underwriter(s) advise(s) the Company in writing in good faith that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described in this Section 3.04(b) shall be restricted so that (i) the number of shares of Registrable Securities to be included in such registration and underwriting is not reduced to below thirty percent (30%) of the aggregate number of Registrable Securities for which inclusion has been requested by the Initiating Holders; and registration shall not be reduced unless (ii) all other securities that are first entirely excluded from the underwriting and registration not Registrable Securities, including, without limitationbut not limited to, Ordinary Shares or all other shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, consultant, officer or director of the Company (or any subsidiary Subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of shall first be excluded in entirety from such registration and underwriting before any Registrable Securities requested by the Holders to be included in such underwriting and registration shall be are so includedexcluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the limit imposed by the underwriters), the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the limitation as set forth above. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among to the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration (including the Initiating Holders)registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary Subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the applicable Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 3.3 and the Company shall include such information in the Request NoticeNotice referred to in subsection 3.3(a). In such eventthe event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration 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 applicable Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.33.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the applicable Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary Subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included). If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are Affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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 Section 2.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.3, 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 2.13). All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the CompanyCompany (unless such person is a Holder of Registrable Securities); provided further, that at least the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced to below twenty-five percent (25%) of shares the aggregate number of Registrable Securities requested by the Holders securities to be included in such underwriting and registration shall be so includedregistration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2.2 and the Company shall include such information in the Request Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include his, her, or its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders Company. The Company shall not be required to include any securities of a majority any Holder in such underwriting unless such Holder accepts the terms of the Registrable Securities being registered underwriting as agreed upon between the Company and reasonably acceptable to the underwriters selected by it and enters into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not in no event be reduced unless all other securities of the Company, including but not limited to securities held by stockholders of the Company that are not Holders, are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.1 (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 2.3 2.1 and the Company shall include such information in the Request Noticewritten notice referred to in subsection 2.1.1. In such event, the right of any Holder to include its Registrable Securities in such registration shall will be conditioned conditional 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32.1, if the underwriter(s) advise(s) one or more underwriters advise the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding Then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, on the condition that the number of shares of Registrable Securities to be included in such underwriting and registration shall will not be reduced unless all other securities Securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedregistration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s)one or more underwriters, delivered at least ten (10) business days prior to the effective date filing of the registration statement“red xxxxxxx” prospectus related to such offering. Any Registrable Securities excluded or and withdrawn from such underwriting shall will be excluded and withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its Securities for its own account in such registration 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 Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twentyseventy-five percent (2575%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of , and provided, further, that prior to reducing the terms number of any Registrable Securities issuable upon conversion of Series A Shares then issued and outstanding or issuable (including any Ordinary Shares issued or issuable upon the conversion or exercise of any warrant, right or other security which is issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, any Series A Shares described in Clause (1) of Section 2.2(b)), the Company shall first exclude all other securities for which registration is being sought in connection with such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 Clause 3 (the “Initiating Holders”"INITIATING HOLDERS") intend to distribute the Registrable Securities covered by included in 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 2.3 Clause 3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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 Majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority Majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3Clause 3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares Shares that are not Registrable Securities and are held by any other personPerson, including, without limitation, any person Person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) 25)% of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.1 (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 2.3 2.1 and the Company shall include such information in the Request Noticewritten notice referred to in subsection 2.1.1. In such event, the right of any Holder to include its Registrable Securities in such registration shall will be conditioned conditional 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32.1, if the underwriter(s) advise(s) one or more underwriters advise the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding Then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, on the condition that the number of shares of Registrable Securities to be included in such underwriting and registration shall will not be reduced unless all other securities Securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedregistration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s)one or more underwriters, delivered at least ten (10) business days prior to the effective date filing of the registration statement“red hxxxxxx” prospectus related to such offering. Any Registrable Securities excluded or and withdrawn from such underwriting shall will be excluded and withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its Securities for its own account in such registration 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 Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five thirty percent (2530%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2.2 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include his, her, or its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of Company and approved by the Registrable Securities being registered and reasonably acceptable to the CompanyInvestors (such approval not be unreasonably withheld). Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.2 (the “Initiating Holders”"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 2.3 2.2 and the Company shall include such information in the Request Noticewritten notice referred to in Section 2.2(a). In such event, the right of any Holder to include its his Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of Company and a majority in interest of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 3.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.33.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other personPerson, including, without limitation, any person Person who is an employee, officer or director of the Company or any subsidiary Subsidiary of the Company; provided further, that at least twenty-five thirty percent (2530%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2.2 and the Company shall include such information in the Request NoticeNotice referred to in Section 2.2(a). In such eventthe event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration 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 initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested, and unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary PRC subsidiaries of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included). If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statementRegistration Statement. Any Registrable Securities and/or other securities so excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are Affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.1 (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 2.3 2.1 and the Company shall include such information in the Request NoticeNotice referred to in Section 2.1(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned conditional 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 initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32.1, if the underwriter(s) advise(s) the Company in good faith in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that (i) the number of shares Registrable Securities included in any such registration shall not be reduced to a number below thirty percent (30%) of the aggregate number of Registrable Securities for which inclusion has been requested and (ii) the number of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedregistration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), ) delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and or withdrawn (as applicable) from the registration.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 5(a) and the Company shall include such information in the Request Noticewritten notice referred to in Section 5(a). In such event, the The right of any Holder to include its Registrable Securities in such registration pursuant to Section 5 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities to be registered in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Initiating Holders Holders) and such Holder) to the extent provided herein. All A Holder may elect to include in such underwriting all or a part of the Registrable Securities such Holder holds. The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected mutually agreed upon for such underwriting by the Holders of Company and a majority in interest of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 2.35, if the underwriter(s) advise(s) managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then then, subject to the provisions of Section 5(a), 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 shares that may be included in the registration and underwriting shall be reduced allocated among all persons or entities requesting inclusion in the registration as required follows: (A) all securities proposed to be offered by the underwriter(s) and allocated among Company for its own account or for the Holders account of holders of securities other than Registrable Securities on a pro rata basis according to shall be excluded before any Registrable Securities are excluded; and (B) if, after all non-Registrable Securities have been excluded, additional limitations are required, then the number of Registrable Securities then outstanding held by each Holder included in the registration shall be allocated among all Holders requesting inclusion thereof in the registration (including in proportion, as nearly as practicable, to the Initiating Holders); provided, however, that the number of shares respective amounts of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedHolder. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriter(sother 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 other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), delivered at least ten (10) business days prior then the Company shall offer to all Holders who have included 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 5(b). If the registration does not become effective due to the effective withdrawal of Registrable Securities at the behest of the Holder(s) of such Registrable Securities and the withdrawal of the registration is not at the request or on the advice of the Company or the underwriter nor is the result of a material adverse change in the Company's business, financial condition, results of operations or prospects since the date of the written request of the Initiating Holders pursuant to this Section 5, then either (1) the Holders requesting registration statement. Any Registrable Securities excluded shall reimburse the Company for expenses incurred in complying with the request or withdrawn from such underwriting (2) the aborted registration shall be excluded and withdrawn from the registrationtreated as effected for purposes of Section 5(a)(B).

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend Investor intends to distribute the Registrable Securities covered by their its request by means of an underwriting, then they it shall so advise the Company as a part of their its request made pursuant to this Section 2.3 2.1 and if an Existing Holder or L Xxxxxxxxx so intends in its Demand Request, the Company shall include such information in the Request NoticeNotice to the Investor referred to in Section 2.1(a). In such event, the right of any Holder the Investor to include its Registrable Securities in such registration shall be conditioned upon such Holderthe Investor’s participation in such underwriting and the inclusion of such Holderthe Investor’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. All Holders proposing to distribute their securities through such underwriting The Investor shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered Investor and reasonably acceptable to the CompanyCompany (including a market stand-off agreement of up to 90 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Section 2.32.1, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all the Holders of proposing to distribute their Registrable Securities which would otherwise be registered and through such underwritten pursuant heretooffering, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of that request to include their Registrable Securities in such underwritten offering on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)such Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares securities that are not Registrable Securities and are held by any person other personthan a Holder, including, without limitation, any person who is an employee, officer or director of the Company, the Founder or any of his Affiliates, the Company or any subsidiary Subsidiary of the Company; provided further, that at least twenty-five twenty percent (2520%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedincluded (to be allocated among such Holders in proportion to the number of Registrable Securities held by the Holders). If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration 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. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 3.3 and the Company shall include such information in the Request NoticeNotice referred to in Section 3.3(a). In such eventthe event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and approved by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.33.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, including all shares that are not Registrable Securities and are held by any other personPerson, including, without limitation, including any person Person who is an employee, officer or director of the Company or any subsidiary Subsidiary of the Company; provided further. Further, that at least twenty-five percent (25%) if, as a result of shares such underwriter cutback, the Holders cannot include in the offering all of the Registrable Securities that they have requested by the Holders to be included in therein, then such underwriting and registration shall not be so includeddeemed to constitute one of the two (2) demand registrations to which the Holders are entitled pursuant to this Section 3.3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and Immediate Family Members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder”, and any pro-rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder”, as defined herein.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in its written notice to the Request Noticeother Holders. In such event, the The right of any Holder to include its Registrable Securities in such registration pursuant to this Section 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. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable proposed by such Holders to the Companybe distributed through such underwriting. Notwithstanding any other provision of this Section 2.3Section, if the underwriter(s) advise(s) managing underwriter advises the Company Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then then, subject to the provisions of Section 5(a), the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among all Holders requesting inclusion in the Holders registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities on a pro rata basis according originally requested by such Holders to be included in the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)statement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not registration. No Registrable Securities and are held excluded from the underwriting by any other person, including, without limitation, any person who is an employee, officer or director reason of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to managing underwriter’s marketing limitation shall be included in such underwriting and registration shall be so includedregistration. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriter(sother 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 other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), delivered at least ten (10) business days prior then the Company shall offer to all Holders who have included 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. If the registration does not become effective due to the effective date withdrawal of Registrable Securities, then either (1) the withdrawing Holders requesting registration statement. Any Registrable Securities excluded shall reimburse the Company for expenses incurred in complying with the request or withdrawn from such underwriting (2) the aborted registration shall be excluded and withdrawn from the registrationtreated as effected for purposes of Section 5(a)(D).

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 3.2, and the Company shall include such information in the Request Noticewritten notice referred to in Section 3.2.1 above. In such event, the The right of any Preferred Holder to include its Registrable Securities in such registration pursuant to this Section 3.2 shall be conditioned upon such Preferred Holder’s 's participation in such underwriting and the inclusion of such Preferred 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. All A Preferred Holder may elect to include in such underwriting all or a part of the Registrable Securities he holds. The Company shall (together with all Preferred Holders proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.33.2, if the underwriter(s) advise(s) the Company in writing Underwriter determines that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and Underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such the registration and underwriting and registration shall to not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five less than twenty percent (2520%) of the securities which Preferred Holders have requested be included therein. The Company shall so advise all holders of securities requesting registration, and the number of shares of Registrable Securities securities that are entitled to be included in the registration and underwriting shall be allocated in the following priority: first, among all Preferred Holders; second, among Major Shareholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested by the Holders to be included in such underwriting registration at the time of filing the registration statement; and third, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration shall be so includedat the time of filing the registration statement. If any Holder holder requesting participation in the registration disapproves of the terms of any such underwriting, such Holder holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementUnderwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration. If the registrationUnderwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter 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 Holders initiating the registration request under this Section 2.3 3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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 Holderother Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the voting power of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.33, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the number of shares that may be included in the registration and the underwriting shall be allocated, first, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis according to based on the total number of shares of Registrable Securities then outstanding held by each Holder requesting registration such Holder, and second, to the Company and holders of other securities of the Company (including the Initiating Holdersas applicable); provided, however, that the number right of the underwriter(s) to exclude shares of (including Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded Securities) from the registration and underwriting and registration including, without limitation, as described above shall be restricted so that all shares that are not Registrable Securities and are held by any Person (other personthan any Holder), including, without limitation, any person Person who is an employee, officer or director of the Company (or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of shall first be excluded from such registration and underwriting before any Registrable Securities requested by the Holders to be included in such underwriting and registration shall be are so includedexcluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “any Initiating Holders”) intend Holder intends to distribute the Registrable Securities covered by their its request by means of an underwriting, then they it shall so advise the Company as a part of their its request made pursuant to this Section 2.3 3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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 Holder(s) and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.33, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating HoldersHolder(s)); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other personPerson who is not a Holder, including, without limitation, any person Person who is an employee, officer or director of the Company or any subsidiary Subsidiary of the Company; provided further, that at least twenty-five thirty percent (2530%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included by the Holders of Registrable Securities issued or issuable upon conversion of the Preferred Shares (the “Preferred Registrable Securities”) in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all Registrable Securities held by the other Holders and all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the CompanyCompany and all shares that are not Registrable Securities shall not be included unless all Registrable Securities are included in such registration; provided further, that at least twenty-five thirty percent (2530%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedincluded and shall be allocated first to the Series C Preferred Shareholders before being allocated to any other Holders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the ------------ Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 II(A)(1) and the Company shall include such information in the Request Noticewritten notice referred to in Subsection II(A)(1)(a). In such event, the The right of any Holder to include its Registrable Securities in such registration pursuant to Section II(A)(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. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 2.32, if the underwriter(s) advise(s) underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretowho have elected to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among all such Holders thereof in proportion, as nearly as practicable, to the Holders respective amounts of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating such Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementInitiating Holders. Any Registrable Securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be excluded and withdrawn from such registration. If the registrationunderwriter has not limited the number of Registrable Securities to be underwritten, the Company, employees of the Company and other holders of the Company's Common Stock may include securities for its (or their) own account in such registration 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 initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2.2 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include his, her or its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with as reasonably agreed upon between the Company and the managing underwriter or underwriters selected for such underwriting by the Company and approved by the Initiating Holders of a majority of the Registrable Securities being registered and reasonably acceptable (such approval not to the Companybe unreasonably withheld). Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that that, in the case of an underwritten offering requested by Initiating Holders, the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company and any non-Initiating Holders are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.2, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth above. For any Holder that is a partnership, corporation or limited liability company, the partners, retired partners, members, retired members and shareholders of such Holder, or the estates and family members of any such partners, retired partners, members, retired members and shareholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be collectively a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder” as defined in this sentence.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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 initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five thirty percent (2530%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. EXHIBIT B (a) If the Holders initiating the registration request under this Section 2.3 2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. . (b) Notwithstanding any other provision of this Section 2.32, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among (i) first, to the Investors on a pro rata basis according to the number of Registrable Securities then Outstanding held by the Investors requesting registration and (ii) then, to the other Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding Outstanding held by each such Holder requesting registration (including the Initiating Holders)registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) % of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among (x) first, to Tencent on a pro rata basis according to the number of Registrable Securities then outstanding held by it, (y) second, to the other Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other personPerson, including, without limitation, any person Person who is an employee, officer or director of the Company or any subsidiary of the Group Company; provided further, that at least twenty-five thirty percent (2530%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders Holder initiating the registration request under this Section 2.3 2.1 (the “Initiating HoldersHolder”) intend intends to distribute the Registrable Securities covered by their its request by means of an underwriting, then they it shall so advise the Company as a part of their its request made pursuant to this Section 2.3 2.1 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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 Holder and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32.1, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) as follows: first, all securities of other participants in the registration, if any, who do not hold Registrable Securities and allocated among all other securities for the account of the Company shall be entirely excluded from the underwriting and registration; second, if the underwriters require that the number of securities to be underwritten be further reduced, if the Initiating Holder is an Ordinary Investor, all securities of the Series A Investor Holders and Series B Investor Holders shall be reduced pro rata, and if the Initiating Holder is an Investor, all securities of the Ordinary Investor Holders shall be reduced pro rata; third, if, after the total exclusion of Registrable Securities on a held by the Ordinary Investor, or the Investors, as the case may be, the underwriter requires that the number of securities to be underwritten be further reduced, the Registrable Securities of all Series A Investor Holders and Series B Investor Holders, including the Initiating Holder, or of all Ordinary Investor Holders, including the Initiating Holder, as the case may be, shall be reduced pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five twenty percent (2520%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2 and the Company shall include such information in the Request Noticewritten notice referred to in Clause 2(a). In such an event, the right of any Holder to include its its, his or her Registrable Securities in such registration shall be conditioned conditional 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. All the Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all the Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of the Outstanding Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that in all public offering of securities, the number right of the underwriter(s) to exclude shares of (including Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded Securities) from the registration and underwriting and registration including, without limitation, as described above shall be restricted so that all shares that are not Registrable Securities and are held by any other personPerson, including, without limitation, any person Person who is an employee, officer or director of the Company (or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of shall first be excluded from such registration and underwriting before any Registrable Securities requested by the Holders to be included in such underwriting and registration shall be are so includedexcluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), which notice shall be delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 1.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 1.2 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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 such Holder and Initiating Holders holding a majority in interest of the Initiating Holders and Registrable Securities to be included in such Holderregistration) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders Company (and reasonably acceptable to holders of a majority of the Registrable Securities being registered and reasonably acceptable proposed to the Companybe registered). Notwithstanding any other provision of this Section 2.31.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 1.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 1.2 and the Company shall include such information in the Request Noticewritten notice referred to in subsection Section 1.2(a). In such event, the right of any Holder to include his, her, or its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.31.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration (including the Initiating Holders)registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 4.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 4.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.34.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other personPerson who is not a Holder, including, without limitation, any person Person who is an employee, officer or director of the Company or any subsidiary Subsidiary of the Company; provided further, that at least twenty-five thirty percent (2530%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 4.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 4.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.34.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, including all shares of Registrable Securities held by holder(s) of the all other shares that are not Registrable Securities and are held by any other personPerson, including, without limitation, including any person Person who is an employee, consultant, officer or director of the Company or any subsidiary Subsidiary of the Company; provided further, that at least twenty-five thirty percent (2530%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Demand Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Demand 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 2.3 6(a) and the Company shall include such information in the Request Noticewritten notice referred to in Section 6(a)(i). In such event, the The right of any Demand Holder to include its Registrable Securities in such registration pursuant to Section 6 shall be conditioned upon such Demand Holder’s 's participation in such underwriting and the inclusion of such Demand Holder’s 's Demand Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such HolderDemand Holders) to the extent provided herein. All The Company shall (together with all Demand Holders proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Registrable Securities being registered and reasonably acceptable to the CompanyDemand Holders. Notwithstanding any other provision of this Section 2.36, if the underwriter(s) advise(s) managing underwriter advises the Company Demand Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then then, subject to the provisions of Section 6(a), the Company shall so advise all Demand Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Demand Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among all Demand Holders requesting inclusion in the Holders registration in proportion, as nearly as practicable, to the respective amounts of Demand Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting such Demand Holders at the time of filing the registration (including the Initiating Holders)statement; providedPROVIDED, howeverHOWEVER, that the number of shares of Demand Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities that would have otherwise been included in the underwriting are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not underwriting. No Demand Registrable Securities and are held excluded from the underwriting by any other person, including, without limitation, any person who is an employee, officer or director reason of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to managing underwriter's marketing limitation shall be included in such underwriting and registration shall be so includedregistration. If any Demand Holder of Demand Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriter(sother Demand Holders. The Demand Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; PROVIDED, HOWEVER, that if by the withdrawal of such Demand Registrable Securities a greater number of Demand Registrable Securities held by other Demand Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), delivered at least ten (10) business days prior then the Company shall offer to all Demand Holders who have included Demand Registrable Securities in the registration the right to include additional Demand Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 6(b). If the registration does not become effective due to the effective date withdrawal of Demand Registrable Securities, then either (1) the Demand Holders requesting registration statement. Any Registrable Securities excluded shall reimburse the Company for expenses incurred in complying with the request or withdrawn from such underwriting (2) the aborted registration shall be excluded and withdrawn from the registrationtreated as effected for purposes of Section 6(a)(B).

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwritingBALAH, then they BAII, BANZHI and Vodafone shall so advise the Company as a part include in each of their request respective requests for any underwritten public offering made pursuant to this Section 2.3 and 7.1.1 the Company name of the managing underwriter or underwriters that the requesting parties propose to employ in connection with the public offering proposed to be made pursuant to the registration requested. The Corporation shall include such information in the Request Noticewritten notice referred to in Section 7.1.1 the name or names of such underwriter or underwriters to be employed. In such eventIf any sale proposed pursuant to Section 7.1.1 is to be effected pursuant to an underwritten public offering, the right of any Holder Registration Rightsholder to include its Registrable Securities in such registration pursuant to Section 7.1 shall be conditioned upon such Holder’s Registration Rightsholder's participation in such underwriting and the inclusion of such Holder’s Registration Rightsholder'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. All Holders The Corporation shall (together with all Registration Rightsholders proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form (which form must be reasonably acceptable to the Shareholders requesting such registration) with the managing underwriter or underwriters selected for such underwriting by in the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Companymanner set forth above. Notwithstanding any other provision provisions of this Section 2.37.1, if the underwriter(s) advise(s) managing underwriter advises the Company Corporation in writing that marketing factors require a limitation of the number of securities Registrable Securities to be underwritten, then the Company Corporation shall so advise all Holders beneficial owners of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated first among the Holders Shareholders requesting such registration in proportion, as nearly as practical, to the respective amounts of Registrable Securities on a pro rata basis according that were proposed to be sold by such Registration Rightsholders and second, to the number extent that the limitation established by the managing underwriter is not exhausted by the Shareholders which requested the registration, among the Corporation and other Persons that are not members of such group of Shareholders which requested the registration in proportion, as nearly as practical, to the respective amounts of Registrable Securities then outstanding held that were proposed to be sold by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of such Persons. No Registrable Securities to excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedregistration. If any Holder Registration Rightsholder disapproves of the terms of any such the underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company Corporation and the underwriter(smanaging underwriter. The Registrable 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 beneficially owned by other Registration Rightsholders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), delivered at least ten (10) business days prior then the Corporation shall offer to the effective date of all Registration Rightsholders who have included Registrable Securities in the registration statementthe right to include additional Shares in the same proportion used in effecting the limitation referred to above in this Section 7.1. Any The Corporation shall undertake any reasonable measures within its control to cause the Registrable Securities excluded or withdrawn from such underwriting shall sold in any underwritten public offering to be excluded and withdrawn from the registrationwidely disseminated.

Underwriting. If the Holders initiating the registration request under this Section 2.3 3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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 Holderother Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the voting power of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.33, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the number of shares that may be included in the registration and the underwriting shall be allocated, first, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis according to based on the total number of shares of Registrable Securities then outstanding held by each Holder requesting registration such Holder, and second, to the Company and holders of other securities of the Company (including the Initiating Holdersas applicable); provided, however, that the number right of the underwriter(s) to exclude shares of (including Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded Securities) from the registration and underwriting and registration including, without limitation, as described above shall be restricted so that all shares that are not Registrable Securities and are held by any person (other personthan any Holder), including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of shall first be excluded from such registration and underwriting before any Registrable Securities requested by the Holders to be included in such underwriting and registration shall be are so includedexcluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration ------------ request under this Section 2.3 2.2 (the “"Initiating Holders”") intend to distribute the ------------------ Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2.2 and the Company shall include such information in the Request Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include its such Holder's Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable -------- ------- Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 3.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.33.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration includingregistration, without limitation, including all shares that are not Registrable Securities and all shares that are held by any other personPerson, including, without limitation, including any person Person who is an employee, officer or director of the Company or any subsidiary Subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of the Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating 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 2.3 1.2(a) or Section 1.2(c) and the Company shall will include such information in the Request Noticewritten notice referred to in Section 1.2(a)(i). In such event, the right to registration of any Holder pursuant to include its Registrable Securities in such registration shall Section 1.2 or Founder pursuant to Section 1.3 will be conditioned upon such Holder’s or Founder’s participation in such underwriting and the inclusion of all or part of such Holder’s Registrable Securities or Founder’s securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such HolderHolder or Founder) to the extent provided herein. All Holders The Company will (together with all stockholders proposing to distribute their securities through such underwriting shall underwriting) enter into TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT an underwriting agreement in customary form with the managing an underwriter or underwriters selected for such underwriting by the Initiating Holders of holding a majority of the Registrable Securities being registered and reasonably acceptable proposed to be included in the underwriting by the Initiating Holders, but subject to the reasonable approval of the Company. Notwithstanding any other provision of this Section 2.31.2, if the managing underwriter(s) advise(s) advises the Initiating Holders and the Company in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall will so advise all Holders stockholders of Registrable Securities which securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be shares included in the registration and underwriting shall will be reduced as required by allocated, first, to the underwriter(s) and allocated among Initiating Holders, second to the Holders of Registrable Securities requesting inclusion, third, to the Company, fourth, to the Founders, and fifth, to other selling stockholders, in each case on a pro rata basis according and in proportion, as nearly as practicable, to the total number of Registrable Securities then outstanding held securities offered by each Holder requesting registration (including such stockholders at the Initiating Holders); provided, however, that the number time of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director filing of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedstatement. If any Holder or Founder disapproves of the terms of any such the underwriting, such Holder or Founder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementInitiating Holders. Any Registrable Securities excluded or The securities so withdrawn also will be withdrawn from such underwriting shall be excluded and registration. If shares are so withdrawn from the registrationregistration and if the number of shares to be included in such registration previously was reduced as a result of marketing factors, then the Company shall offer to all Holders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders as above provided.

Underwriting. If the Holders initiating the registration request under this Section 2.3 3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 3 and the Company shall include such information in the Request Noticewritten notice referred to in subsection 3(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned conditional 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 initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.33, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that (i) the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration includingregistration, without limitation, all shares that are not and (ii) the number of Registrable Securities and are held by included in any other person, including, without limitation, any person who such registration is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five not reduced below thirty percent (2530%) of shares the aggregate number of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementfor which inclusion has been requested. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration 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 Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”"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 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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 initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among allocated, first, to each of the Holders requesting inclusion of their Series B Registrable Securities in such registration statement on a pro rata basis according to based on the total number of Series B Registrable Securities then outstanding held by each such Holder requesting registration (including the Initiating Holders) and, second, to each of the Holders requesting inclusion of their Series A Registrable Securities in such registration statement on a pro rata basis based on the total number of Series A Registrable Securities held by each such Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that (i) at least twenty-five percent (25%) of shares of the Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedincluded and (ii) Holders of Series A Registrable Securities shall be entitled to be allocated at least one-seventh (1/7) of the total number of Registrable Securities to be included in such underwriting and registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 of this Appendix (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 2.3 of this Appendix and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of Section 2.3 of this Section 2.3Appendix, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) % of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.2 (the “Initiating Holders”"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 2.3 2.2 and the Company shall include such information in the Request Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include its his Registrable Securities in such registration 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 initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyCompany (including, in the case of a primary underwritten public offering, a market standoff agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); providedPROVIDED, howeverHOWEVER, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request ------------ under this Section 2.3 2.2 (the “"Initiating Holders”") intend to distribute the ------------------ Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2.2 and the Company shall include such information in the Request Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include its his Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of Company and a majority in interest of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the -------- ------- number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration ------------ request under this Section 2.3 3 (the “"Initiating Holders”") intend to distribute the --------- Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 3 and the Company shall include such information in the Request --------- Notice. In such event, the right of any Holder to include his, her, or its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered Camden Purchasers and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.33, if the underwriter(s) advise(s) the Company in --------- writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company and each stockholder who is not a Holder are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.. If, in connection with such offering, the Holders are unable to include in such registration the full number of Registrable Securities for which registration has been requested as a result of any limitation on the registration of shares placed by the managing underwriter, then such registration shall not count as a demand registration for purposes of Section ------- 3(c). ----

Underwriting. If the Demand Holders initiating the registration request under this Section 2.3 1.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 1.3 and the Company shall include such information in the Request Notice. In such event, the right of any Demand Holder to include its Registrable Securities in such registration shall be conditioned upon such Demand Holder’s participation in such underwriting and the inclusion of such Demand Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Demand Holder) to the extent provided herein. All Demand Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Demand Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.31.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwrittenunderwritten (such limit, the “Maximum Number of Securities”), then the Company shall so advise all Demand Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and the Company shall include in such registration and underwriting, first, the Registrable Securities Peak proposes to register which shall not exceed the Maximum Number of Securities, and second, the Registrable Securities of any other Demand Holders, in an amount which, together with the Registrable Securities Peak proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among the such other Demand Holders of Registrable Securities on a pro rata basis according to (based on the number of Registrable Securities then outstanding held by each Holder such other Demand Holders requesting registration (including the Initiating Holdersregistration); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that (i) in any demand registration pursuant to this Section 1.3 in which Peak is participating, all of the Registrable Securities requested by Peak to be included in such underwriting and registration shall be so included and (ii) in any demand registration pursuant to this Section 1.3, at least twenty-five percent (25%) of shares of Registrable Securities requested by the Demand Holders to be included in such underwriting and registration shall be so included. If any Demand Holder disapproves of the terms of any such underwriting, such Demand Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2.2 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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 at least a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of at least a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding Outstanding held by each such Holder requesting registration (including the Initiating Holders)registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration registration, including, without limitation, all shares that are not Registrable Securities and are held by any other personPerson, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary Subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall exclude all other equity securities of the Company that are not Registrable Securities from the underwriting (including but not limited to any Ordinary Shares held by any officers, directors, employees, consultants and other holders of Ordinary Shares). If a limitation of the number of Registrable Securities that may be included in the underwriting by the selling Holders is still required pursuant to this Section 2.3(b) after the exclusion and reduction mentioned in the immediately preceding sentence, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedunderwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If (i) (A) A Collateral Pool Borrower may release one or more Release Mortgaged Properties from a Collateral Pool and request the Holders initiating addition of one or more Substitute Mortgaged Properties to such Collateral Pool provided that each Substitute Mortgaged Property is in a comparable (or better) market as and of equivalent quality (or better) to the registration request under Release Mortgaged Property, and provided further that after such Substitution, the applicable Coverage and LTV Tests for the relevant Collateral Pool are satisfied, and (i) the Aggregate Debt Service Coverage Ratio with respect to the relevant Collateral Pool equals or exceeds the Aggregate Debt Service Coverage Ratio of the relevant Collateral Pool immediately prior to such proposed Substitution, and (ii) the Aggregate Loan to Value Ratio with respect to the relevant Collateral Pool is equal to or less than the Aggregate Loan to Value Ratio of the relevant Collateral Pool immediately prior to such proposed Substitution; provided that in connection with a Collateral Pool which contains only one (1) Mortgaged Property, in the event that more than one (1) Substitute Mortgaged Property is added in replacement of a single Mortgaged Property, each such Substitute Mortgaged Property shall secure the Loan and shall be cross-collateralized and cross-defaulted within such Collateral Pool. (A) In the event that the Coverage and LTV Tests for the applicable Collateral Pool are not satisfied after the Substitution, but the Aggregate Debt Service Coverage Ratio of such Collateral Pool immediately after the Substitution is not less than the higher of (i) the required Aggregate Debt Service Coverage Ratio as set forth in clause (2)(a) of the definition of Coverage and LTV Tests for such Collateral Pool in effect on the Closing Date of the proposed Substitution and (ii) the Debt Service Coverage Ratio of the Collateral Pool immediately prior to such proposed Substitution, minus 0.05 (for example, if the required Aggregate Debt Service Coverage as set forth in clause (2)(a) of the definition of Coverage and LTV Tests for the relevant Collateral Pool on the Closing Date of the proposed Substitution is 1.1:1.0 and the Debt Service Coverage Ratio of the relevant Collateral Pool immediately prior to the proposed Substitution is 1.08:1.0, the Aggregate Debt Service Coverage Ratio of such Collateral Pool on the Closing Date of the proposed Substitution may not be less than 1.05:1.0), the applicable Collateral Pool Borrower may deposit with Xxxxxx Mae a Shortfall Deposit pursuant to the terms of Section 3.02(c) of this Section 2.3 Agreement in an amount equal to the Loans Outstanding that are required to be repaid by the applicable Collateral Pool Borrower so that the applicable Aggregate Debt Service Coverage as set forth in clause (2)(a) of the “Initiating Holders”) intend to distribute definition of Coverage and LTV Tests for the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as relevant Collateral Pool will be satisfied. In connection with a part of their request made Substitution completed pursuant to this Section 2.3 3.03(c)(i)(B), all provisions in Section 3.02(c)(ii) pertaining to Shortfall Deposits shall apply. (B) Notwithstanding the foregoing requirements in paragraphs (A) and (B) above to the Company shall include contrary, a Collateral Pool Borrower may release one or more Release Mortgaged Properties from a Collateral Pool and request the addition of one or more Substitute Mortgaged Properties to such information Collateral Pool provided that such Substitute Mortgaged Property is in the Request Notice. In such event, the right a comparable (or better) market as and of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting equivalent quality (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holderor better) to the extent Release Mortgaged Property, and provided herein. All Holders proposing further that in connection with any Collateral Pool with multiple Mortgaged Properties after such Substitution, that the Aggregate Debt Service Coverage Ratio of such Collateral Pool is greater than the Aggregate Debt Service Coverage Ratio of such Collateral Pool prior to distribute their securities through the Substitution. (C) Notwithstanding the foregoing requirements in paragraphs (A) and (B) above to the contrary, the requirement that the Coverage and LTV Tests or the Debt Service Coverage Ratio of the Collateral Pool immediately prior to such underwriting shall enter into an underwriting agreement proposed Substitution, as applicable, be satisfied (or that the Aggregate Debt Service Coverage Ratio not be reduced by more than 0.05:1.0 from the required Aggregate Debt Service Coverage Ratio as set forth in customary form with clause (2)(a) of the managing underwriter or underwriters selected definition of Coverage and LTV Tests in effect on the Closing Date of the proposed Substitution) after the addition of a proposed Substitute Mortgaged Property may be waived temporarily by Xxxxxx Xxx in its sole discretion, if neither the Aggregate Debt Service Coverage Ratio will be reduced nor the Aggregate Loan to Value Ratio for such underwriting by Collateral Pool will be increased as a result of such proposed Substitution, based on factors that are not in conflict with Xxxxxx Mae’s Underwriting Requirements, including but not limited to the Holders of a majority then current Valuation of the Registrable Securities being registered and reasonably acceptable Mortgaged Properties in such Collateral Pool, the then current Aggregate Debt Service Coverage Ratio of such Collateral Pool, the then current Aggregate Loan to Value Ratio or such Collateral Pool, the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation strength of the number Guarantor, the quality of securities to be underwrittenthe market where the proposed Substituted Mortgaged Property is located, then the Company shall so advise all Holders quality of Registrable Securities which would otherwise be registered and underwritten pursuant heretoany proposed additional Collateral, and the number geographic distribution of Registrable Securities the Mortgaged Properties in such Collateral Pool at that time. In connection with a Substitution completed pursuant to this Section 3.03(c)(i)(D), Borrower shall provide a Shortfall Deposit and otherwise comply with the provisions of Section 3.02(c)(ii). (ii) Xxxxxx Xxx shall evaluate the proposed Substitute Mortgaged Property in accordance with the Underwriting Requirements, including an exit analysis performed by Xxxxxx Mae, and shall make underwriting determinations as to the Debt Service Coverage Ratio and the Loan to Value Ratio of the proposed Substitute Mortgaged Property and the Aggregate Debt Service Coverage Ratio and the Aggregate Loan to Value Ratio for the applicable Collateral Pool on the basis of the lesser of (A) the acquisition price of the proposed Substitute Mortgaged Property if purchased by Borrower within twelve (12) months of the related Substitution Request, and (B) a Valuation made with respect to the proposed Substitute Mortgaged Property. Notwithstanding the provisions of Section 2.04 regarding the recalculation of Valuations and the calculation of Debt Service Coverage Ratios, for purposes of reviewing proposed Substitute Mortgaged Properties, if Xxxxxx Xxx reasonably determines market conditions have changed in a manner adversely affecting any of the Mortgaged Properties since the determination of the then effective Aggregate Loan to Value Ratio for such Collateral Pool and Aggregate Debt Service Coverage Ratio for such Collateral Pool, Xxxxxx Mae may be included make new determinations of Aggregate Debt Service Coverage Ratio and Aggregate Loan to Value Ratio for purposes of determining whether to permit the addition of the proposed Substitute Mortgaged Property to such Collateral Pool, which determination shall not modify the Coverage and LTV Tests. Borrower shall promptly provide any information reasonably required by Xxxxxx Xxx to make the determination permitted by the preceding sentence. (iii) Within (A) in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders case of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least Collateral Pool with ten (10) business days prior to or fewer Mortgaged Properties, thirty (30) days, or (B) in the effective date case of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.a Collateral Pool with more than ten

Underwriting. If the Holders initiating registration of which the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Stockholders as a part of their request made the written notice given pursuant to this Section 2.3 and the Company shall include such information in the Request Notice2.1(a)(i). In such event, the right of any Holder Stockholder to include its Registrable Securities in such registration pursuant to Section 2.1 shall be conditioned upon such Holder’s Stockholder's participation in such underwriting and the inclusion of such Holder’s Stockholder'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. All Holders Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, directors and officers of the Company and holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such registration (the "Other Stockholders") who determine to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.32.1, if the underwriter(s) advise(s) the Company 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 securities of the Company (other than Registrable Securities) held by officers or directors of the Company and by the Other Stockholders shall be excluded from such registration to the extent so required by such limitation and if limitation of the number of securities to be underwrittenshares is still required, then the Company shall so advise all Holders holders of Registrable Securities which whose securities would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among all such Stockholders in proportion, as nearly practicable, to the Holders respective amounts of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting such persons at the time of the filing of the registration (including the Initiating Holders)statement; provided, however, that that, notwithstanding the number foregoing or any other provision to the contrary set forth in this Agreement, (i) the right of shares of Registrable Securities the Stockholders to be included in any such registration and underwriting shall be subordinate to the registration rights of Cerberus Capital Management L.P., Blackacre Capital Management L.L.C., Xxxx Xxxxx, Xxxxxx X. Bimbach, Xxxxxx Xxxxxxx and Xxxxxxx X. Xxxxx (collectively, and together with their respective successors and assigns, the "Blackacre Parties") pursuant to any agreement among the Blackacre Parties and the Company in respect of the registration shall not be reduced unless all other of any securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested held by the Holders Blackacre Parties, (ii) the Stockholders shall not have the right to be included in such underwriting any registration requested by any of the Blackacre Parties, and (iii) in the event that the underwriter shall determine to exclude from any registration some or all of the Registrable Securities as set forth above, the securities of the Stockholders shall be so includedexcluded prior to the exclusion of any securities held by the Blackacre Parties. If any Holder holder of Registrable Securities or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, such Holder party may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.2 (the “"Initiating 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 2.3 2.2 and the Company shall will include such information in the Request Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include its his Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders Company, subject to the approval of a majority of the Registrable Securities being registered and reasonably acceptable Holders which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, with respect to the Companyunderwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 2.7(b) hereof. Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) managing underwriter advises the Company in writing that marketing factors require a limitation of in its opinion the number of securities requested to be underwrittenincluded in the registration creates a substantial risk that the price per share of Common Stock will be reduced, then the Company shall 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 included in the underwriting shall will be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall will not be reduced unless all securities other securities than Registrable Securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not registration. Any Registrable Securities excluded and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in withdrawn from such underwriting and registration shall will be so includedwithdrawn from the registration. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to notice, on or before the Company and the underwriter(s), delivered at least ten fifth (105th) business days day prior to the effective date effectiveness of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded , to the Company, the managing underwriter and withdrawn from the registrationother Holders.

Underwriting. If 2.1. On the Holders initiating basis of the registration request under representations and warranties contained in this Agreement and subject to Section 2.3 2.2 herein and other terms and conditions of this Agreement, the Underwriters hereby severally (and not jointly) agree to procure subscribers and purchasers for, and failing which, subscribe to and purchase themselves, 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 2.3 and the Company shall include such information Equity Shares offered in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities Offer in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders manner and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement set out in customary form Sections 5 and 6 and the other terms of this Agreement and in accordance with the managing underwriter SEBI ICDR Regulations and SEBI Merchant Bankers Regulations. 2.2. Nothing in this Agreement will constitute an obligation, directly or underwriters selected indirectly, on the part of any of the Underwriters to procure subscribers and purchasers for such underwriting or subscribe to or purchase itself any Equity Shares for which (a) any Bids have been submitted by ASBA Bidders directly to an SCSB (which, for purposes of clarity, excludes the Bids submitted by Syndicate ASBA Bidders at Specified Locations) or (b) any Bids have been submitted by the Holders ASBA Bidders to the Registered Brokers, the RTAs or the CDPs (including Bids submitted using the UPI Mechanism pursuant to the UPI Circulars) or (c) any Bids have been submitted by Anchor Investors in the Anchor Investor Portion or (d) any Bids submitted by UPI Bidders using the UPI Mechanism which are received by the Sponsor Banks, where the validation and funds blocking is not done by the Sponsor Bank s or the respective SCSBs, as applicable; or (e) any Bids procured by other Underwriters (or respective Sub-Syndicate Member of a majority such other Underwriter) except as set forth in Section 5.3, in accordance with this Agreement and Applicable Law. Notwithstanding anything contained in this Agreement, the Underwriters shall not have any obligation to procu re subscribers or purchasers for or subscribe to or purchase any Equity Shares for Bids submitted by the Syndicate ASBA Bidders if such obligation arises due to the negligence, misconduct or default by the relevant SCSBs or Sponsor Banks in connection with the Bids submitted by the Syndicate ASBA Bidders and will not be responsible for withdrawal or incompleteness of any ASBA Bid arising due to the negligence, misconduct or default by the SCSBs or the Sponsor Banks. 2.3. The indicative amounts for which each of the Registrable Securities being registered and reasonably acceptable Underwriters has to procure subscribers or purchasers for or subscribe to or purchase itself, shall be set forth in the CompanyProspectus. Notwithstanding any other provision of this Section 2.3the above, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation actual underwriting obligation of the number of securities to Underwriters could be underwrittendifferent from such indicative amounts, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, in accordance with this Agreement and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationApplicable Law.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”a) intend to distribute An underwriting may be selected as a method of distribution of the Registrable Securities covered by their request the Required Registration by Holders holding at least sixty-six and two-thirds percent (a "Supermajority") of the Registrable ------------- Securities. (b) If a distribution of the Registrable Securities is to be effected by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All together with all Holders proposing to distribute their securities through such underwriting (the "Participating ------------- Holders") shall use its best efforts to enter into an underwriting agreement in ------- customary form and reasonably acceptable to the Company with the a managing underwriter or underwriters of nationally recognized standing selected for such underwriting by the Company and approved by the Participating Holders of holding a majority Supermajority of the Registrable Securities being registered proposed to be distributed through such underwriting, which approval shall not be unreasonably withheld. In no event shall the Company include any securities under the Required Registration which are not Registrable Securities without the prior written consent of the Holders of a Supermajority of Registrable Securities, and reasonably acceptable any such securities permitted to be sold under the CompanyRequired Registration shall only be sold in connection with a sale. Notwithstanding any other provision of this Section 2.3Article 2, if the underwriter(s) advise(s) managing --------- underwriter advises the Company Participating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise underwriters may exclude some or all Holders of Registrable Securities which would otherwise the shares requested to be registered and underwritten pursuant heretoincluded in such underwriting, and the number of Registrable shares of Cutback Securities that may be included in the underwriting shall be reduced allocated amongst all Cutback Holders in proportion, as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according nearly as practicable, to the number respective amounts of Registrable Cutback Securities then outstanding held by each Holder requesting registration (including such Cutback Holders. No Cutback Securities excluded from the Initiating Holders); provided, however, that underwriting by reason of the number of shares of Registrable Securities to managing underwriter's marketing limitation shall be included in such underwriting. (c) If a distribution of the Registrable Securities is effected by means of an underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by if any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares Participating Holder of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementother Participating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn shall also be withdrawn from such underwriting; provided, however, that if by the withdrawal of such Registrable Securities a ------- greater number of Registrable Securities held by other Participating Holders may be included in such underwriting (up to the maximum of any limitation imposed by the underwriters), then the Company shall be excluded and withdrawn from offer to all Participating Holders who have included Registrable Securities in the registration.registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2.2. ------------

Underwriting. If the Holders initiating the registration request under this Section 2.3 2.2 (the “Initiating Holders”"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 2.3 2.2 and the Company shall include such information in the Request Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include his, her, or its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among (x) first, to the holders of Class B Ordinary Shares requesting registration on a pro rata basis according to the number of Registrable Securities then outstanding held by each such holder of Class B Ordinary Shares, and (y) then, to the other Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration (including the Initiating Holders)registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request ------------ under this Section 2.3 2.2 (the “"Initiating Holders”") intend to distribute the ------------------ Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 2.2 and the Company shall include such information in the Request Noticewritten notice referred to in subsection 2.2(a). In such event, the right of any Holder to include its his Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and Company (which underwriter shall be reasonably acceptable to a majority in interest of the CompanyInitiating Holders). Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities requesting registration on a pro rata basis according to the number of Registrable Securities then outstanding Then Outstanding held by each Holder requesting registration (including including, but not limited to, the Initiating Holders); provided, however, that the number of shares of -------- ------- Registrable Securities held by Holders to be included in such underwriting and registration shall not be reduced unless first, all other securities held by Shareholders are first entirely excluded from the underwriting and registration includingregistration, without limitationand second, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of if the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) number of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of registered still exceed the terms of any such underwriting, such Holder may elect to withdraw therefrom limitation set by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date all other securities of the registration statementCompany are excluded from the underwriting and registration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 of this Appendix (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 2.3 of this Appendix and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of Section 2.3 of this Section 2.3Appendix, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including Including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) % of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among to the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration (including the Initiating Holders)registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration 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. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority at least eighty percent (80%) of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among (x) first, to the Investors on a pro rata basis according to the number of Registrable Securities then outstanding held by each Investor requesting registration and (y) then, to the other Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration (including the Initiating Holders)registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. (a) If Issuer shall at any time receive a notice of offering from any Holder or Holders holding a minimum of 15% of the Registrable Securities then outstanding (but in no event less than 1,725,000 shares) requesting an underwritten public offering of Registrable Securities under the Shelf Registration Statement that has anticipated aggregate proceeds at the time of the request (net of underwriting discounts, commissions and expenses) in excess of $30,000,000, Issuer shall, subject to the terms and conditions hereof, be obligated to use its commercially reasonable best efforts to facilitate such proposed underwritten public offering pursuant to the terms of this Agreement. (b) Following receipt of the notice referred to in subsection 2(b)(i), Issuer shall promptly give a notice of offering to all Holders (other than the requesting Holders), which shall set forth the right of such Holders to include any or all shares of Registrable Securities held by such Holders in the proposed offering, subject to the terms of this Agreement. Subject to subsection 2(b)(iv), Issuer shall use its commercially reasonable best efforts to facilitate the inclusion in the proposed underwritten public offering of the number of shares of Registrable Securities specified in written requests from such Holders that are received by Issuer within fifteen (15) days after Issuer provides its notice of offering to all Holders. (c) Any underwritten public offering of Registrable Securities under the Shelf Registration Statement shall be broadly distributed. If at any time any of the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the of Registrable Securities covered by their request the Shelf Registration Statement desire to sell Registrable Securities in an underwritten offering in accordance with the limitations of this subsection 2(b), the investment banker or investment bankers that will mange the offering will be nationally recognized underwriters selected by means Issuer. (d) If all the shares of an underwriting, then they shall so advise Registrable Securities requested to be included in the Company as a part of their request made underwritten public offering pursuant to this Section 2.3 and 2(b) cannot be so included as a result of any reasonable limit established by the Company shall include underwriters on the aggregate number of shares of Registrable Securities included in such information in the Request Notice. In such eventunderwriting, the right number of shares of Registrable Securities that may be so included shall be allocated among Holders pro rata on the basis of the number of shares of Registrable Securities held by such Holders; provided, however, that such allocation shall not operate to reduce the aggregate number of shares of Registrable Securities that may be so included in such underwriting. If any Holder to include its does not request inclusion of the maximum number of shares of Registrable Securities in such registration allocated to it pursuant to the above-described procedure, the remaining portion of its allocation shall be conditioned upon such Holder’s participation in such underwriting and reallocated among those requesting Holders whose allocation did not satisfy their request pro rata on the inclusion basis of such Holder’s the number of shares of Registrable Securities held by such Holders, and this procedure shall be repeated until all of the Registrable Securities which may be included in the underwriting have been so allocated. (unless otherwise mutually agreed by a majority in interest of the Initiating e) Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of holding a majority of the Registrable Securities being registered and reasonably acceptable exercising a demand right for an underwritten public offering under this subsection 2(b) may withdraw the exercise of such right on behalf of all such exercising Holders as a result of a material adverse change in the earnings, condition, financial or otherwise, or prospects of Issuer, or a material adverse change in the market for equity securities generally by giving written notice to Issuer prior to the Company. Notwithstanding any other provision date the purchase agreement of this Section 2.3such underwritten public offering is signed, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities and such withdrawn demand registration right shall not be deemed to be underwritten, 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 included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holdersdemand right provided under Section 2(b); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration Issuer shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by required to deliver a notice of offering with respect to a renewed or new demand for any underwritten public offering pursuant to subsection 2(b) or take any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders action with respect to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, renewed or new demand for a period of ninety (90) days following any such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationwithdrawal.