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 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 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 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(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. 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 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 Rosensaft 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, have the right of any Holder to include its Registrable Securities any or all of the UTTC Shares in any underwriting of UTTC Common Stock, provided, however, that such registration right shall be conditioned upon such Holder’s participation in such underwriting and the Rosensaft's requesting inclusion of such Holder’s Registrable Securities UTTC Shares in the underwriting (unless otherwise mutually agreed by a majority and that the subsequent inclusion of such UTTC Shares in interest of the Initiating Holders underwriting shall be on the terms and such Holder) to the extent conditions provided herein. All Holders proposing In agreeing to distribute their securities the UTTC Shares through such underwriting underwriting, Rosensaft shall (together with UTTC and the other holders distributing their UTTC Common Stock 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 CompanyUTTC. Notwithstanding any other provision of Section 3.1 or this Section 2.33.2, if in the underwriter(s) advise(s) event that the Company in writing managing underwriter determines that marketing factors require a limitation on the number of shares of UTTC Common Stock to be sold, then UTTC will be required to include in such offering only that number of shares of UTTC Common Stock which it is so advised should be included in such offering. The UTTC Common Stock proposed by UTTC to be sold shall have the first priority and all other shares of UTTC Common Stock, including the UTTC Shares and any other shares of UTTC Common Stock in which registration rights have been requested (the "Selling Shareholders' Shares"), shall be given a second priority without preference among the relevant holders. If less than all of the Selling Shareholders' Shares are to be included in the offering, such shares shall be included in the offering pro rata based on the total number of shares sought to be offered other than for issuance by UTTC. No person may participate in any offering hereunder unless such person (x) agrees to sell such person's UTTC Common Stock on the basis provided in any underwriting arrangements approved by UTTC and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. If market conditions force UTTC to limit the number of shares of UTTC Common Stock to be sold, UTTC shall so advise Rosensaft 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 UTTC Shares that may be included in the offering and underwriting shall be reduced as required by at 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 time of the Company or any subsidiary filing 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 Rosensaft disapproves of the terms of any such underwriting, such Holder he may elect to withdraw all or any portion of the UTTC Shares therefrom by written notice to the Company UTTC 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 registrationunderwriter.

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 (a) If, pursuant to Section 2.3 (the “Initiating Holders”) intend 2(a)(i), Holder 1 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(a)(i), and the Company shall include such information in the Request Demand Notice. The underwriter(s) will be selected by Holder 1. 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. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 4(l)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) 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 2.33(a), if the managing underwriter(s) advise(s) the Company Holder 1 in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company Holder 1 shall so advise all Holders of Registrable Securities which that otherwise 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 such Holders of Registrable Securities on a pro rata basis according Securities, including Holder 1, in proportion (as nearly as practicable) to the number of Registrable Securities then outstanding held owned by each Holder requesting registration (including the Initiating or in such other proportion as shall mutually be agreed to by all such selling Holders); provided, however, that (i) 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 underwriting, and registration including, without limitation, all shares that (ii) any Registrable Securities which are not PQ Registrable Securities and shall not be excluded from such underwriting unless all PQ Registrable Securities are held by any other personfirst excluded from such offering. To facilitate the allocation of shares in accordance with the above provisions, including, without limitation, any person who is an employee, officer or director of the Company or the underwriters may round the number of shares allocated to any subsidiary Holder to the nearest 100 shares. For purposes of the Company; provided furtherprovision in this Section 3(a) concerning apportionment, for any selling Holder that at least twenty-five percent (25%) is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of shares such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities requested owned by the Holders to be all Persons 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“selling Holder,” as defined in this sentence.

Underwriting. If a Requestor initiates the Holders initiating the registration Registration request under this Section 2.3 (the “Initiating Holders”) intend 2.2 and intends to distribute the Registrable Applicable Securities covered by their its request by means of an underwritingunderwritten offering, then they the Requestor shall so advise the Company as a part of their its request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice2.2. In such event, the right of any Holder the Selling Shareholders to include its Registrable their Applicable Securities in such registration Registration shall be conditioned upon such Holder’s each Selling Shareholder's participation in such underwriting and the inclusion of such Holder’s Registrable their Applicable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing If the Requestor proposes to distribute their its securities through such underwriting underwriting, each Selling Shareholder 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 Requestor, with the consent of the Registrable Securities being registered and reasonably acceptable to the Company, which consent shall not be unreasonably withheld. Notwithstanding any other provision of this Section 2.32.2, if the underwriter(s) advise(s) the Company and the Selling Shareholders in writing that marketing factors require a limitation of in its or their opinion the number of securities requested to be underwrittenregistered exceeds the number which can be sold in such offering without materially adversely affecting the pricing, timing or likely success of the offering (with respect to any offering, the "Maximum Number"), then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered the Selling Shareholders and underwritten pursuant hereto, and include such Maximum Number in the Registration. The number of Registrable Securities shares that may be included in the Registration and 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 allocated, first, to the number of Registrable Securities then outstanding held by each Holder requesting registration (including Requestor, and second, to the Initiating Holders); provided, however, that other Selling Shareholders based on the number relative proportion of shares of Registrable Securities all such Selling Shareholders requested to be so registered, and third, to the Company and to other securityholders of the Company who have requested that their securities be included in such underwriting Registration Statement and who hold contractual 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 rights with respect to be included in such underwriting and registration shall be so includedsecurities. If any Holder a Selling Shareholder disapproves of the terms of any such underwriting, such Holder the Selling Shareholder 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 statementRegistration Statement. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registrationRegistration. For purposes of this agreement, an "underwritten offering" shall be an offering pursuant to which securities are sold to a broker-dealer or other financial institution or group thereof for resale by them to investors.

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. 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 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 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 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 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 1.2 and the Company shall include such information in the Request Noticewritten notice referred to in 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 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 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 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 1.2 (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 1.2 and the Company shall will include such information in the Request Noticewritten notice referred to in subsection 1.2(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 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 will 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 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 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 will 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 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 (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 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 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 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 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 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 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 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 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. 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 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 Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their a request made pursuant to this Section 2.1 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 2.1. The underwriter(s) shall be selected by a majority-in-interest of the Company shall include such information in Initiating Holders, which underwriter(s) are reasonably acceptable to the Request NoticeCompany. In such event, the The right of any Holder to include 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 majority-in-interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company (together with all Holders proposing to distribute their securities through such underwriting 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 Companyunderwriters. Notwithstanding any other provision of this Section 2.32.1, if the underwriter(s) advise(s) the Company in writing managing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwrittenunderwritten and so advises the Initiating Holders in writing and in advance, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretothe other Holders, 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 thereof in proportion, as nearly as practicable, to the Holders respective amounts of Registrable Securities on a pro rata basis according otherwise requested by such Holders to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)be included therein; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be so reduced unless all other securities securities, including all Common Stock held by any other Person, 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 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 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 deemed withdrawn from the such 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 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. Lender may underwrite the Mortgage through Desktop Underwriter (“DU”) using the Community Lending product screens, by entering the Mortgage as a Fannie 97 mortgage. If the Holders initiating DU finding is “Approve/Eligible,” the registration request waiver of representations and warranties as granted under this Section 2.3 DU is applicable for the Mortgage, except that the requirement for individual-loan mortgage insurance as provided herein below is not modified irrespective of any DU message. If the DU finding is “Approve/Ineligible,” the waiver of representations and warranties as granted under DU is applicable, except that Lender is responsible for determining that the Mortgage meets all the eligibility criteria for Community Solutions 100 as specified in the eligibility matrix in Attachment A hereto. If the DU finding is other than “Approve/Eligible” or “Approve/Ineligible,” or if there is an “Expanded Approval” finding of any kind, manual (non-DU) underwriting is required. Furthermore, nontraditional credit histories will also require manual underwriting. There will be no DU fee charged if the original DU submission of the Mortgage is made through the Community Lending product screens. For non-DU manual underwriting or manual underwriting that results from a DU finding other than “Approve/Eligible” or “Approve/Ineligible,” in addition to the limitations or flexibilities specified herein, MyCommunityMortgage allows the underwriting flexibilities of Xxxxxx Mae’s community lending guidelines, including Xxxxxx Mae’s Community Home Buyer’s ProgramSM model, except that the maximum underwriting ratio shall be 45 percent for the total-expenses-to-income ratio (“single qualifying” ratio, rather than separate housing-expense-to-income and total-expenses-to-income ratios), except where there is a temporary interest rate buydown (the “Initiating Holders”) intend to distribute temporary interest rate buydown must comply with 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 guidelines contained in the Request Notice. In such eventsection below entitled “Buydowns”), and in that situation, the right of any Holder to include its Registrable Securities in such registration maximum single qualifying ratio 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 registration43 percent.

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 (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 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 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 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 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 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 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 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 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 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 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 (the “Initiating Holders”) intend elect to distribute the Registrable Securities covered by their request by means of participate in an underwriting, then they shall so advise the Company as a part of their request made underwritten public offering pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event2.2(a), 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 all Holders proposing to distribute their securities Registrable Securities through such underwriting the applicable Piggyback Registration Statement shall enter into into, and perform such obligations set forth in, an underwriting agreement in customary form form, including, without limitation, indemnification and contribution obligations, with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting by the Holders of a majority of the underwritten public offering. No Holder may participate in an underwritten public offering pursuant to Section 2.2(a) unless such Holder (i) agrees to sell such Holder's Registrable Securities being registered on the basis provided in such underwriting agreement, (ii) completes and reasonably acceptable executes all questionnaires, powers of attorney, indemnities, custody agreements and other documents required under the terms of such underwriting agreement and (iii) agrees to the Companypay its pro rata share of all underwriting discounts and commissions. Notwithstanding any other provision of this Section 2.3Agreement, if the managing underwriter(s) advise(sdetermine(s) the Company in writing good faith that marketing factors require a limitation inclusion of all or any of the number of securities to be underwrittenRegistrable Securities in the Piggyback Registration Statement would materially adversely affect the proposed underwritten public offering, then the Company shall so advise all Holders managing underwriter(s) may exclude such shares of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, from the Piggyback Registration Statement 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)underwritten public offering; provided, however, that the number of shares of Registrable Securities Securities, if any, which are permitted by the managing underwriter(s) to be included in such underwriting and registration the Piggyback Registration Statement 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 allocated among Holders requesting inclusion of their Registrable Securities and are held by any other personin such Piggyback Registration Statement pursuant to Section 2.2(a), including, without limitation, any person who is an employee, officer or director of based on the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares number of Registrable Securities requested by the that such Holders request 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 registrationinclude.

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 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 (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 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 (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 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 (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 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 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 (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 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 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 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); 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 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 Holder(s) 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 1.2(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 2.31.2, 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 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 and all securities held by any shareholder other than 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.

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 voting power 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 representing a majority in voting power of the Registrable Securities being registered and reasonably acceptable to held by the CompanyInitiating Holders. 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 Holders of Series B Preferred 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, officer or director of Company Securities which the Company or may seek to include in the underwriting for its own account) and that the number of Registrable Securities held by Holders of Series A Preferred Shares to be included in such underwriting and registration shall not be reduced unless all other securities (other than Registrable Securities held by Holders of Series B Preferred Shares) are first excluded from the underwriting and registration (including, without limitation, any subsidiary of Company Securities which the CompanyCompany may seek to include in the underwriting for its own account); provided further, that at least twenty-five percent (25%) % of shares of any Registrable Securities requested by the Holders of Series B Preferred Shares 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 under Section 5(a) 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)(x). In such event, the The right of any Holder to include its Registrable Securities in such registration pursuant to Section 5(a) shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Initiating Holders 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 2.35, 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 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 to held by such Holders at the number time of filing the registration statement. No Registrable Securities then outstanding held excluded from the underwriting by each Holder requesting registration (including reason of the Initiating Holders); provided, however, that the number of shares of Registrable Securities to managing 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 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 may 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(d). If the registration does not become effective due to the effective date withdrawal of Registrable Securities, 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. (a) If any of the Demand Holders initiating the registration request under this Section 2.3 or S-3 Holders (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 or Section 2.4 hereof and the Company shall include such information in the Request Noticewritten notice referred to in Section 2.2(a) or Section 2.4(a), 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 2.32.2 or of Section 2.4, 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 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 who are Preferred Holders on a pro rata basis according based on the total number of then outstanding Registrable Securities held by such Holders; second, to the Holders who are Common Holders on a pro rata basis based on the total number of then outstanding Registrable Securities held by such Holders; third, to the Company; and fourth, to any stockholder of the Company (other than a Holder) on a pro rata basis based on the total number of then outstanding shares of capital stock of the Company held by such stockholder. Notwithstanding the foregoing, no shares of any party other than a Holder shall be included in such a registration without the written consent of the Holders holding not less than a majority of the Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that if such inclusion would reduce the number of shares of Registrable Securities to that may 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 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 before 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 for such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If the Initiating Holders 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 -4- <PAGE> Company as a part of their request made pursuant to this Section 2.3 1.2(a) and the Company shall include such information in the Request Noticewritten notice referred to in Section 1.2(a)(i). 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 underwriting 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 HolderHolder with respect to such participation and inclusion) to the extent provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities he, she or it holds. All Holders and other persons proposing to distribute their securities through such underwriting underwriting, including the Company, shall enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Registrable Securities being registered and Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.31.2, if the underwriter(s) advise(s) representative of the Company underwriters advises the 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 that may shares to 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 includedallocated as set forth in Section 1.13 hereof. If any Holder disapproves of a person who has requested inclusion in such registration 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 registration.registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 1.2(c), 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 requesting additional inclusion in accordance with Section 1.13. 1.3

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 '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 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 (the “Initiating Holders”) intend to distribute The distribution of the Registrable Securities covered by their request a Request for Registration may be effected by means of an a firm commitment 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 The right of any Holder Investor to include its Registrable Securities in such registration pursuant to Section 2.1 shall be conditioned upon such HolderInvestor’s participation in such underwriting and the inclusion of such HolderInvestor’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 Company, together with all Investors proposing to distribute their securities through such underwriting underwriting, shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and Company which underwriter(s) shall be reasonably acceptable to Investors initiating the CompanyRequest for Registration pursuant to Section 2.1(a). Notwithstanding any other provision provisions of this Section 2.32.1, if the managing underwriter(s) advise(s) advises the Company and the Investors in writing that because the number of shares requested by the Investors to be included in the registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Investors requesting registration, marketing factors require a limitation of the number of securities shares to be underwrittenunderwritten on behalf of the Investors (the “Demand Registration Cutback”), then the Company shall will include in such registration, to the extent of the number and type which the Company is so advise advised can be sold in (or during the time of) such offering without such interference or affect on the price, first, all Holders of Registrable Securities which would otherwise requested to be registered included by the Investors and underwritten pursuant heretosecond, and the securities proposed to be sold by the Company for its own account. In the event a Demand Registration Cutback results in less than all of the Registrable Securities of the Investors that are requested to be included in such registration to actually be included in such registration, then the number of Registrable Securities that may will be included in the underwriting such registration shall be reduced as required by shared pro rata among all of the underwriter(s) and allocated among the Holders Investors of Registrable Securities of such category that were requested to be included in such registration based 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 Common Stock 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 each such underwriting and registration shall be so includedInvestor. If any Holder Investor 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(s) and the underwriter(sother Investors. 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 the other Investors 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 the effective date of Investors who have included Registrable Securities in the registration statement. Any the right to include additional Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from in the registrationsame proportion used in determining the underwriter limitation in this Section 2.1(b).

Underwriting. If the Holders initiating the registration request under this Section 2.3 paragraph 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 Demand Notice 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 2.3paragraph 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 requesting registration (including the Initiating Holders) 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 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 provided, further, that at least twenty-five percent thirty per cent (2530%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedincluded unless such offering is the initial IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), . Such withdrawal notice shall be delivered to the Company and the underwriter(s) at least five (5) Business Days prior to the filing date of the registration statement if the Company confirms the filing date to all holders at least ten (10) business days Business Days prior to the effective date of the registration statementsuch filing date. 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 a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. 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. 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 Corporation as a part of their request made pursuant to this Section 2.3 1.2 and the Company Corporation shall include such information in the Request Noticewritten notice referred to in subsection 1.2(a)(i). In such event, the 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 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 majority-in-interest of the Initiating Holders and such Holder) to the extent provided herein. All The Corporation 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 at least majority-in-interest of the Registrable Securities being registered and reasonably acceptable to Initiating Holders, provided, however, that the Companymanaging underwriter shall be approved by the Corporation, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this Section 2.31.2, 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 respective amounts of Registrable Securities held by such Holders. The shares to be registered by 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 will be reduced unless all only after the other securities shareholders’ shares are first entirely excluded from the underwriting and registration includingreduced, 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 includedif applicable. 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 Corporation, 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 Corporation, employees of the Corporation and other holders of the Corporation’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 by the underwriter.

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 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 2.5 and the Company shall include such information in the Request NoticeNotice referred to in Section 2.5(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 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 2.32.5, 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 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 Company 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 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 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 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 Section 1(b). If officers or directors of the Company holding Common Shares (other than Registrable Securities) shall request inclusion in any registration pursuant to Section 1(b), or if holders of securities of the Company other than Registrable Securities who are entitled, by contract with the Company or otherwise, to have securities included in such a registration (the "Other Shareholders") request such inclusion, the Holders shall offer to include the securities of such officers, directors and Other Shareholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2.3 1. The Holders whose shares are to be included in such registration and the Company shall include such information in the Request Notice. In such event(together with all officers, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting directors 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 Other Shareholders proposing to distribute their securities (other than Registrable 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, provided that no underwriter whose selection would result in an ERISA Conflict may participate in any such underwriting. Notwithstanding any other provision of this Section 2.31(b), if the underwriter(s) advise(s) representative advises the Company Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the securities of the Company held by officers or directors (other than Registrable Securities) of the Company and the securities held by Other Shareholders shall be excluded from such registration to the extent so advise all Holders required by such limitations. If, after the exclusion of Registrable Securities which would otherwise be registered and underwritten pursuant heretosuch shares, and further reductions are still required, the number of Registrable Securities that may be shares included in the underwriting registration by each Holder 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 based on the number of shares held by the respective Holders) by such minimum number of shares as is necessary to comply with such request. No Registrable Securities to or any other securities 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 officer, director or Other Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the underwriter(s), delivered at least ten (10) business days prior to Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the effective date underwriter has not limited the number of the registration statement. Any Registrable Securities excluded or withdrawn from other securities to be underwritten, the Company may include its securities for its own account in such registration if the representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting shall will not thereby be excluded and withdrawn from the registrationlimited.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute holding a majority of the Registrable Securities covered held by their request by means all of an underwriting, then they shall the Initiating Holders to which the requested Demand Registration relates so advise elect and notify the Company of such election as a part of their request made pursuant to Section 3(a), the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be selected by the Company and concurred in by the Initiating Holder(s), whose concurrence shall not be unreasonably withheld, delayed or conditioned.(the "Approved Underwriter"). In connection with any Demand Registration under this Section 2.3 and 3 involving an underwriting, none of the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in held by any Designated Holder making a request for inclusion of such registration Registrable Securities pursuant to Section 3(b) hereof shall be conditioned upon such Holder’s participation included in such underwriting and unless such Designated Holder accepts the inclusion terms of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually as agreed upon by a majority in interest of the Company, the Initiating Holders and such Holder) to the extent provided hereinApproved Underwriter. All Holders The Company shall (together with all holders of Registrable Securities 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 Approved Underwriter, provided that such underwriting by the Holders of a majority agreement shall not provide for indemnification or contribution obligations of the Company toward the holders of Registrable Securities being registered and reasonably acceptable to the Companygreater than as set forth in Section 7(a). Notwithstanding any other provision of this Section 2.33, if the underwriter(s) advise(s) Approved Underwriter advises the Company in writing that marketing factors require a limitation of the number of securities shares to be underwrittenunderwritten or that the inclusion of all Registrable Securities requested to be included in the Demand Registration would materially adversely affect the offering, then the Company shall so advise all Holders holders of Registrable Securities which would otherwise proposed to be registered and underwritten pursuant heretosold in the offering, and the number of shares of Registrable Securities that may be included in the Demand Registration and underwriting shall be reduced as required limited to the number advised by the underwriter(s) Approved Underwriters and shall be allocated among the Holders all holders of Registrable Securities on a pro rata basis according proposed to be included therein (and, if participating in the Demand Registration, Conversion Agreement Holders) in proportion, as nearly as practicable, to the number respective amounts of such securities held by such holders. In the event that such allocation causes the holders of Registrable Securities then outstanding held by each Holder requesting registration (including desiring to participate in such distribution to be able to include less than 75% of the Initiating Holders); provided, however, that the number of shares of Registrable Securities proposed to be included in such underwriting and registration shall offering, such offering will 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 counted for purposes of the Company or any subsidiary limitation on the number of the Company; provided further, that at least twenty-five percent (25%offerings under Section 3(a) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so includedabove. If any Designated Holder disapproves of the terms of any such the underwriting, such Holder holder may elect to withdraw therefrom by written notice to the Company Company, the Approved Underwriter and the underwriter(s), delivered at least ten (10) business days prior to Initiating Holders but the effective date offering shall be counted for purposes of the registration statementlimitation of offerings under Section 3(a). 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 the such 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 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 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 of a majority Company (subject to the reasonable approval of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders). 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 held by other stockholders (that are not Registrable Securties) 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 Section 1(b). If officers or directors of the Company holding Common Shares (other than Registrable Securities) shall request inclusion in any registration pursuant to Section 1(b), or if holders of securities of the Company other than Registrable Securities who are entitled, by contract with the Company or otherwise, to have securities included in such a registration (the "Other Shareholders") request such inclusion, the Holders shall offer to include the securities of such officers, directors and Other Shareholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2.3 1. The Holders whose shares are to be included in such registration and the Company shall include such information in the Request Notice. In such event(together with all officers, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting directors 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 Other Shareholders proposing to distribute their securities (other than Registrable 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, provided that no underwriter whose selection would result in an ERISA Conflict may participate in any such underwriting. Notwithstanding any other provision of this Section 2.31(b), if the underwriter(s) advise(s) representative advises the Company Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the securities of the Company held by officers or directors (other than Registrable Securities) of the Company and the securities held by Other Shareholders shall be excluded from such registration to the extent so advise all Holders required by such limitations. If, after the exclusion of Registrable Securities which would otherwise be registered and underwritten pursuant heretosuch shares, and further reductions are still required, the number of Registrable Securities that may be shares included in the underwriting registration by each Holder 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 based on the number of shares held by the respective Holders) by such minimum number of shares as is necessary to comply with such request. No Registrable Securities to or any other securities 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 officer, director or Other Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the underwriter(s), delivered at least ten (10) business days prior to Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the effective date underwriter has not limited the number of the registration statement. Any Registrable Securities excluded or withdrawn from other securities to be underwritten, the Company may include its securities for its own account in such registration if the representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting shall will not thereby be excluded and withdrawn from the registrationlimited.

Underwriting. If the Holders initiating registration of which the registration request under this Section 2.3 (Company gives notice is for a Qualified Initial Public Offering, 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 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 Notice1.2(a) (i). In such event, the The right of any Holder to include its Registrable Securities in such registration pursuant to this Section 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Shares through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the 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) underwriter determines that inclusion of Registrable Securities by the Company in writing that selling Holders would adversely affect the marketing factors require a limitation of such proposed offering, the number of securities Registrable Securities of such Holders to be underwritten, then included in the registration and underwriting may be reduced or may be excluded entirely from such registration and underwriting by the Company. The Company shall so advise all 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 Holders requesting inclusion in such registration 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); 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 includedstatement. 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 statementunderwriter. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration and shall not be sold or otherwise transferred prior to one hundred eighty (180) days after the registrationeffective date of the registration statement relating thereto.

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 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 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.. (c)

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 Notice1.2(a)(i). In such event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s person'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) 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 underwriter reasonably determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise underwriter may exclude from such registration and underwriting some or all Holders of the Registrable Securities which would otherwise be registered and underwritten pursuant heretoto this Agreement; provided, however, that, except in connection with the Company's initial public offering of securities, the underwriter may not limit the number of Registrable Securities to be included in the registration and underwriting to less than forty percent (40%) of the total securities included therein (based on aggregate market values). The Company shall so advise all holders of the Company's securities requesting registration of any such limitation, and the number of shares of securities, including Registrable Securities, that are entitled to be included in the registration and underwriting shall be allocated in the following manner: shares, other than Registrable Securities, requested to be included in such registration by shareholders shall be excluded, and if a limitation on the number of shares is still required, 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 such Holder requesting at the time of filing the registration (including statement; securities to be registered by the Initiating Holders); provided, however, that Company for its own account shall be excluded only if a limit on the number of shares is still required after exclusion 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 each such Holder. With respect to any other person"selling Holder" that is selling securities hereunder and which is a partnership, includingcorporation or trust, without limitationin the event of any underwriter cutback, any person who the partners, retired partners, stockholders and trustee (if the selling Holder is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%a trust) of shares such "selling Holder," or the estates and family members of Registrable Securities requested by the Holders to be included in any such underwriting partners, retired partners, stockholders and registration shall be so included. trustees, and If any Holder disapproves of the terms of any such underwriting, such Holder it may elect to withdraw therefrom by written notice to the Company and the underwriter(sunderwriter. Any securities so withdrawn shall also be withdrawn from registration. If by the withdrawal of such 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 the effective date of all Holders who have included Registrable Securities in the registration statement. Any the right to include additional Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from in the registrationsame proportion used in determining the underwriter limitation in this Section 1.2(b).

Underwriting. If the The Initiating Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to may distribute the Registrable Securities covered by their request for a registration pursuant to Section 2(b)(i)(x) hereof by means of an underwriting, then they underwriting managed by an underwriter which shall so advise be selected by the Company as a part and reasonably acceptable to the Initiating Holders. If holders of their Common Shares other than Registrable Securities who are entitled, by virtue of agreements with the Company, to have Common Shares included in such an underwritten registration (the "Other Shareholders") request made pursuant such inclusion, the securities of such Other Shareholders shall be included in the underwritten registration subject to the applicable provisions of this Section 2.3 2. The Initial Holders whose shares are to be included in such registration 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 together with all Other Shareholders proposing to distribute their securities through such underwriting shall registration) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered Company and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 2.32(b), if the underwriter(s) advise(s) representative for the underwriters advises the Initial Holders or the Company in writing that (i) in the representative's best judgment, marketing factors require a limitation of on the number of securities shares to be underwrittenunderwritten or (ii) the inclusion of shares held by Other Shareholders and, then as the case may be, officers, other employees and/or directors of the Company in the offering could, in the representative's best judgment, reduce the offering price per share or otherwise adversely affect the proposed public offering, then, in the case of the preceding clause (i), the Common Shares held by Other Shareholders shall be excluded from such underwriting to the extent so required by such limitations and, in the case of the preceding clause (ii), the Common Shares held by Other Shareholders and, as the case may be, officers, other employees and/or directors of the Company shall so advise all Holders be excluded from such underwriting to the extent advised by the representative. If, after the exclusion of Registrable Securities which would otherwise be registered and underwritten pursuant heretosuch shares, and further reductions are required to meet the limitation on the number of Registrable Securities shares to be underwritten as advised by the representative, the number of shares that may be included in the underwriting by each Initial Holder requesting inclusion in the registration 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 based on the number of shares of Registrable Securities requested by each Initial Holder 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 registration) 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%) such minimum number of shares of Registrable Securities requested by the Holders as is necessary to be included in comply with such underwriting and registration shall be so includedlimitation. If any Holder Other Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the underwriter(s)Initiating Holders. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, delivered at least ten (10) business days prior to the effective date Company may include its securities for its own account in such registration if the representative so agrees and if the number of the Registrable Securities and other securities which would otherwise have been included in such registration statementand underwriting will not thereby be limited. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall not be excluded and withdrawn from the included in such 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 Notice12.03(a)(i). In such event, event the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 12.03 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 Registrable Securities through such underwriting shall, together with the Company and the other parties distributing 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 to the Company. Notwithstanding any other provision of this Section 2.312.03, if the underwriter(s) advise(s) the Company underwriter determines in writing that marketing factors require a limitation the inclusion of all Registrable Securities which the Holders have requested be included would materially jeopardize the success of the offering, the Company may limit the number of securities Registrable Securities to be underwrittenincluded in the registration and underwriting, then or may exclude Registrable Securities entirely from such registration and underwriting subject to the terms of this Section 12.03. The Company shall so advise all Holders holders of Registrable Securities which the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of Units of such securities, including Registrable Securities, that may be included in the registration and underwriting shall be allocated in the following manner: (i) first, securities, other than Registrable Securities and other securities that have contractual rights with respect to registration similar to those provided for in this Section 12.03, requested to be included in such registration by Unitholders shall be excluded, (ii) second, if a limitation on the number of securities still is required, securities other than Registrable Securities that have contractual rights with respect to registration shall be excluded, and (iii) third, if a limitation on the number of securities is still required, 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 thereof in proportion, as nearly as practicable, to the amounts 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 at the Initiating Holders); provided, however, that time of filing the number Registration Statement. No securities excluded from the underwriting by reason of shares of Registrable Securities to the underwriter’s marketing limitation shall be included in such underwriting and registration shall not be reduced unless all other registration. Except as specifically set forth herein, nothing in this Section 12.03(b) is intended to diminish the number of 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 by the Company in such underwriting and registration shall be so includedthe underwriting. If any Holder disapproves of the terms of any such the underwriting, such Holder it may elect to withdraw therefrom by written notice to the Company and the underwriter(s)underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration, delivered at least ten (10) business days prior to and the effective date Company shall bear all of the expenses incurred in connection with such registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationas provided in Section 12.04 below.

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 the Section 2.1(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 Company. Notwithstanding any other provision of this Section 2.32.1, 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 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 (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 Shunwei, H Capital, Temasek and DST on a pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder, (y) second, to Precise Asset, and (z) 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 Group Company; provided further, that at least twenty-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 rats 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.