Common use of Underwriting Clause in Contracts

Underwriting. In the event that a registration pursuant to this paragraph 3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i). In such event, the right of any Holder to such registration shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration applicable sale of securities is to be effected pursuant to this paragraph 3 is for a registered an underwritten public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i). In such eventoffering, the right of any Holder Registration Rightsholder to such registration pursuant to Section 7.2 shall be conditioned upon such HolderRegistration Rightsholder's participation in the underwriting arrangements required by this paragraph 3, and the inclusion of such HolderRegistration Rightsholder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders All Registration Rightsholders proposing to distribute their securities through such underwriting (together with the Corporation and other beneficial owners distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approvalunderwriting. Notwithstanding any other provision provisions of this paragraph 3Section 7.2, if the managing underwriter advises the Initiating Holders Corporation in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Registrable Securities and the other securities to be included in any registration and underwriting may be limited. In such event, the Corporation shall so advise all holders Registration Rightsholders and all beneficial owners of Registrable Securities such other securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities and such other outstanding securities (if any) that may be included in the registration and underwriting shall be allocated among all Holders Registration Rightsholders and other beneficial owners thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held and such other securities that were proposed to be sold by such Holders at Registration Rightsholders and other beneficial owners. In the time event of filing any conflict between the registration statementterms of Section 7.1.2 and the terms of this Section 7.2.2, provided, however, that the number terms of shares of Registrable Securities to be included in such underwriting Section 7.1.2 shall not be reduced unless all other securities are first entirely excluded from the underwritingprevail. No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities Registration Rightsholder disapproves of the terms of the underwriting, such person he may elect to withdraw therefrom by written notice to the Company, Corporation and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, and however, that, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities beneficially owned by other Registration Rightsholders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Corporation shall not offer to all Registration Rightsholders who have included Registrable Securities in the registration the right to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 7.2. The Corporation shall undertake any reasonable measures within its control to cause the Registrable Securities sold in any underwritten public offering to be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requirewidely disseminated.

Underwriting. In If the event that a Holders initiating the registration pursuant request under this Section 2.2 (the “Initiating Holders”) intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company then they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(ithis Section 2.2 and the Company shall include such information in the written notice referred to in subsection 2.2(a). In such event, the right of any Holder to include his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Company, provided such managing underwriter or underwriters are reasonably acceptable to the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, underwritten then the Company shall so advise all holders Holders of Registrable Securities that 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 the Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by such Holders at each Holder requesting registration (including the time of filing the registration statement, 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 underwritingunderwriting and registration. No Any Registrable Securities excluded and withdrawn from the such underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from the registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In the event that a registration pursuant to this paragraph 3 is for a registered public offering involving an underwritingany Underwritten Shelf Take-Down, the Company Initiating Sponsor requesting such Shelf Take-Down shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i). In such event, have the right of any Holder to such registration select the underwriter or underwriters to administer the offering, including the lead managing underwriter, which underwriter or underwriters shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting reasonably acceptable to the extent requested shall be limited to the extent provided herein. The Company shall LPL. (together with all Holders proposing to distribute their securities through such underwritinga) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Article IV, if the managing underwriter advises in an Underwritten Shelf Take-Down or a Demand Registration shall advise LPL and the Initiating Holders in writing Sponsor that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares Shares to be underwritten, then the Company LPL shall so advise all holders of Registrable Securities Stockholders that have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) Stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders Stockholders at the time of filing delivery of notice to LPL by the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company Initiating Sponsor or the underwriters may round the number of shares allocated Demand Party. (b) Subject to Section 4.5, if any Holder to the nearest 100 shares. If any Holder of Registrable Securities participating Sponsor disapproves of the terms of the underwriting, such person Sponsor may elect to withdraw therefrom by written notice to the CompanyLPL, the managing underwriter and the Initiating Holders. The participating Sponsor. (c) If there is no limitation on the number of Registrable Securities and/or to be underwritten (taking into account the Non-Initiating Stockholders’ or Non-Demanding Parties’ right to participate, as applicable), LPL may include securities for its own account (or for the account of other Stockholders) in such underwriting if the underwriter advises the Initiating Sponsor or Demanding Party, as applicable, in writing that, in its or their opinion, LPL (or other Stockholders) securities so withdrawn shall also to be withdrawn from registration, and included in such Registrable Securities shall underwriting would not be transferred in a public likely to have an adverse effect on the price, timing or distribution prior to 90 days after of the effective date of such registration, securities offered or such other shorter period of time as the underwriters may requiremarket for the securities offered.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving ------------ distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given their request made pursuant to paragraph 3(a)(isubsection 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a)(i). In such event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to such registration pursuant to subsection 1.2 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approvalor underwriters. Notwithstanding any other provision of this paragraph 3subsection 1.2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Initiating Holders shall so advise all holders of Registrable Securities Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Any Registrable Securities and/or other securities so which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant to this paragraph 3 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to paragraph 3(a)(isubsection 1.2(a)(i). In such event, event the right of any Holder to such registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company All Holders proposing to distribute their securities through such underwriting shall (together with all Holders proposing to distribute 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 a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 1 to the contrary, if the managing underwriter advises or the Initiating Holders in writing Company determines that marketing factors require a limitation of the number of shares securities to be underwritten, then the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) ), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, in proportion, as nearly as practicable, to the respective amounts amount of the Registrable Securities held owned by such Holders at the time of filing of the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant to this paragraph 3 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to paragraph Section 3(a)(i). In such event, the right of any each Eligible Holder to such registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Eligible Holder's ’s Registrable Securities Shares in the underwriting to the extent requested shall be limited to the extent provided herein. The Company participating Eligible Holders shall (together with all Holders proposing to distribute the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority or underwriters participating in interest of the Initiating Holders, but subject to the Company's reasonable approvalunderwriting. Notwithstanding any other provision of this paragraph Section 3, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of on the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and managing underwriter may limit the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities Eligible Shares proposed to be included in such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not be reduced unless all other securities Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company Any Eligible Holder or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person other stockholder may elect to withdraw therefrom from such underwriting at any time prior to the consummation of the offering by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. The Registrable Securities and/or Any Eligible Shares or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration; provided that, and if the underwriter’s counsel reasonably determines that such Registrable Securities withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall not be transferred have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a public distribution prior Shelf Registration initiated by the Company, such Eligible Holder shall have the right, but not the obligation, to 90 days after participate in any offering of the effective date of Company’s equity securities under such shelf registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If reasonably required to maintain an orderly market in the event that a registration pursuant Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their demand by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given their demand made pursuant to paragraph 3(a)(ithis Section 1.2, including the identity of the managing underwriter, and the Company shall include such information in the written notice referred to in Section 1.2(a)(i). In such event, the right of any Holder to such registration pursuant to this Section 1.2 shall be conditioned upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (shall, together with all Holders holders of capital stock of the Company proposing 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 a majority in majority-in-interest of the Initiating Holders, but subject Holders and reasonably satisfactory to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 1.2, if the managing underwriter advises shall advise the Initiating Holders in writing Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders Holders of Registrable Securities that have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among all such Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such . If the underwriter has not limited the number of Registrable Securities shall to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requirelimited.

Underwriting. In If reasonably required to maintain an orderly market in the event that a registration pursuant Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their demand by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given their demand made pursuant to paragraph 3(a)(ithis Section 2.2, including the identity of the managing underwriter, and the Company shall include such information in the written notice referred to in Section 2.2(a)(i). In such event, the right of any Holder to such registration pursuant to this Section 2.2 shall be conditioned upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (shall, together with all Holders holders of capital stock of the Company proposing 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 a majority in majority-in-interest of the Initiating Holders, but subject Holders and reasonably satisfactory to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises shall advise the Initiating Holders in writing Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders Holders of Registrable Securities that have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among all such Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such . If the underwriter has not limited the number of Registrable Securities shall to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requirelimited.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given their request made pursuant to paragraph 3(a)(isubsection 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a)(i). In such event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to such registration pursuant to subsection 1.2 shall be conditioned upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approvalor underwriters. Notwithstanding any other provision of this paragraph 3subsection 1.2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Initiating Holders shall so advise all holders of Registrable Securities Holders participating in the registration, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesHolders. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Any Registrable Securities and/or other securities so which are excluded from the underwriting by reason of the underwriter’s marketing limitation or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant to this paragraph 3 of which the Company gives notice is ------------ for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to paragraph 3(a)(iSection 2(a)(i). In such event, event the right of any Holder to such registration pursuant to Section 2 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company All Holders proposing to distribute their securities through such underwriting shall (together with all Holders proposing to distribute 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 a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of on the number of shares to be underwritten, then and (a) if such registration is the Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein, and (b) if such registration is other than the Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than fifty percent (50%) of the securities included therein (based on aggregate market values). The Company shall so advise all holders of Registrable Securities securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by officers and directors of the Company (other than Registrable Securities Securities) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting shall be allocated among all such Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by and other securities which they had requested to be included in such Holders registration at the time of filing the registration statement, provided, however, except that the number of shares of Registrable Securities held by the Other Shareholders shall be the last to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shareslimited. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of the any such underwriting, such person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. The Any Registrable Securities and/or or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given their request made pursuant to paragraph 3(a)(isubsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a)(i). In such event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to such registration pursuant to subsection 1.2 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approvalor underwriters. Notwithstanding any other provision of this paragraph 3subsection 1.2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Initiating Holders shall so advise all holders of Registrable Securities Holders who 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 allocated among all such Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesHolders. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Any Registrable Securities and/or other securities so which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their demand by means of an underwritingunderwritten offer, the Company they shall so advise the Holders Company as part of the notice given their demand made pursuant to paragraph 3(a)(ithis Section 4.3; and the Company shall include such information in the written notice referred to in Section 4.3(a)(i). In such event, the right of any Holder to such registration pursuant to this Section 4.3 shall be conditioned upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (shall, together with all Holders holders of Registrable Securities of the Company proposing 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 a majority in majority-in-interest of the Initiating Holders, but subject Holders and reasonably satisfactory to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 4.3, if the managing underwriter advises shall advise the Initiating Holders in writing Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders Holders of Registrable Securities that have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among all such Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, Registration Statement (provided that the number Co-Investors may allocate the pro rata portion of shares of Registrable Securities to be included all Holders that are Co-Investors among such Holders in such underwriting shall not be reduced unless all other securities are first entirely excluded from any manner determined by the underwritingCo-Investors). No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In the event that a registration pursuant to this paragraph 3 Section 5.1 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(iSection 5.1(a)(i). In such event, the right of any Holder to such registration pursuant to Section 5.1 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3Section 5.1, and the inclusion of such Holder's Registrable Securities Securities, as the case may be, in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders and other holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 5.1, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the Registrable Securities to be included in such registration and underwriting (provided that securities of other securityholders are not included therein). In the event of a limitation on the number of Registrable Securities to be included in a registration, then the Company shall so advise all holders of Registrable Securities Holders and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingHolders. 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 Registrable Securities in accordance with the above provisions, the Company or the underwriters may round the number of shares Registrable Securities allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant to this paragraph 3 of which the Company gives ------------ notice is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to paragraph 3(a)(iSection 2.2(a)(1). In such event, event the right of any Holder to such registration pursuant to this Section 2.2 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3, such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited underwritten offering to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities through such underwritingunderwritten offering shall (together with the Company and other holders distributing their securities through such underwritten offering) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting underwritten offering by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the securities of the Company (other than Registrable Securities) held by officers or directors and by other shareholders shall be excluded from such registration to the extent so advise all holders required by such limitation, and if a limitation of Registrable Securities and the number of shares of Registrable Securities that is still required, then the underwriter may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that limit the number of shares of Registrable Securities to be included in the registration. All Holders proposing to sell shares in such underwriting offering shall not be reduced unless all other securities are first entirely excluded from share pro rata based on the underwriting. No number of Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included held in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesbe excluded from such offering. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In the event that a registration pursuant to this paragraph 3 Section 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders each Holder as part of the notice given pursuant to paragraph 3(a)(iSection 2.5(a)(i). In such event, the right of any Holder to such registration pursuant to Section 2.5 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3Section 2.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.5, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities Holders and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated allocated, among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in the event that any such underwriter cutback will cause the cutback of 50% or more of the Registrable Securities of the holders of the Series A Shares requested to be included in such registration, then the holders of the Series A Shares may elect to have excluded from such registration the Registrable Securities of all holders of Series A Shares. Such election shall be by the affirmative vote of the holders of 50% or more of the Series A Shares and shall be effective for all holders of Series A Shares. In such case, the number of demand registrations available to the holders of Series A Shares shall not be reduced by such registration. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In the event that a registration pursuant to this paragraph 3 is for a registered public connection with any offering involving an underwritingunderwriting of shares of the Company’s Equity Securities, the Company shall so advise not be required under this Section 3 to include any securities of a Holder in such underwriting unless such Holder accepts the Holders as part terms of the notice given pursuant to paragraph 3(a)(i). In such event, underwriting as agreed upon between the right of any Holder to such registration shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3, Company and the inclusion of such Holder's Registrable Securities in underwriters selected by it (or by other persons entitled to select the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwritingunderwriters) enter and enters into an underwriting agreement in customary form with an underwriter or underwriters selected by the managing underwriter selected for Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company, provided that any such underwriting by a majority in interest agreement shall not impair the indemnification rights of the Initiating Holders granted under Section 8; and provided further, that the representations and warranties given by, and the other agreements on the part of, the Company to and for the benefit of the underwriter(s) shall also be made to and for the benefit of the Holders; and provided further, but subject that the Company shall ensure that no underwriter(s) requires any Holder to make any representations or warranties to, or agreements with, any underwriter(s) in a registration other than customary representations, warranties and agreements relating to such Holder’s title to the Company's reasonable approvalRegistrable Securities and authority to enter into the underwriting agreement. Notwithstanding any If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other provision of this paragraph 3, if than by the managing underwriter advises Company that the Initiating Holders underwriters determine in writing that marketing factors require a limitation good faith and in their sole discretion is compatible with the success of the number of shares to be underwrittenoffering, then the Company shall be required to include in the offering only that number of Registrable Securities that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so advise included to be apportioned pro rata among the selling Holders according to the total amount of Registrable Securities entitled (and requested in writing pursuant to Section 3.1) to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by all holders such selling Holders), but in no event shall (i) the amount of Holders’ Registrable Securities be reduced at all while any other stockholder’s securities are still included, and after exclusion of all other stockholders’ securities, be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the IPO of the Company’s securities, in which case the Registrable Securities may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included, or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 4 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership, corporation or limited liability company, the number partners, retired partners, members and stockholders of shares such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities that may be included in the registration owned by all such related entities and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesindividuals. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution delivered at least ten (10) days prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requireregistration statement without prejudice.

Underwriting. In the event that a registration pursuant to this paragraph 3 ------------ Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(iSection l.5(a)(i). In such event, the The right of any Holder to such registration pursuant to Section 1.5 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3, Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested shall be limited requested, to the extent provided hereinin this Agreement. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject Holders (which managing underwriter shall be reasonably acceptable to the Company's reasonable approval). Notwithstanding any other provision of this paragraph 3Section 1.5, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 one hundred eighty (180) days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In the event that a registration case of any offering made in accordance with Section 2(a), other than an offering made pursuant to this paragraph 3 is for a registered public offering involving Takedown Demand: (i) if the Requesting Equity Holder intends to distribute the Registrable Shares by means of an underwritingUnderwritten Offering, the Company it shall so advise the Holders Company as a part of the notice given its request made pursuant to paragraph 3(a)(i). In Section 2(a) and the underwriters and managing underwriter(s) for such event, the right of any Holder to such registration Underwritten Offering shall be conditioned upon such chosen by the Requesting Equity Holder's participation in . If the underwriting arrangements required by this paragraph 3, and the holders of Other Shares request inclusion of such Holder's Registrable Securities shares, the Equity Holders agree that the Company may include such shares in the underwriting Underwritten Offering so long as such holders agree to be bound by the extent requested shall be limited to the extent provided hereinapplicable provisions of this Section 2. The Requesting Equity Holder and the Company shall (together with all other Eligible Holders proposing to distribute their securities Eligible Shares through such underwritingUnderwritten Offering) enter into an underwriting agreement in customary form and reasonably acceptable to the Company with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approvalor underwriters. Notwithstanding any other provision of this paragraph 3Section 2, if the managing underwriter advises the Initiating Holders underwriter(s) selected as provided in writing this Section 2(e) determines that marketing factors require a limitation of on the number of shares to be underwrittenunderwritten in such Underwritten Offering, then the Company shall so advise all holders of Registrable Securities and managing underwriter may limit the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities proposed to be included in such underwriting shall not registration and Underwritten Offering as follows: (1) first, Registrable Shares held by the Snow Xxxxxx Group and the TOBI Group that have requested to participate in such Demand Registration based on the relative number of Registrable Shares requested to be reduced unless included by such Persons in such Underwritten Offering; (2) second, and only if all other the securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be referred to in clause (1) have been included in such registration. To facilitate Demand Registration, Registrable Shares held by the allocation other Equity Holders and holders of shares Other Shares shall be included, allocated pro rata among the other Equity Holders and holders of Other Shares that have requested to participate in accordance with such Demand Registration based on the above provisionsrelative number of Registrable Shares requested to be included by such Persons in such Underwritten Offering; and (3) third, and only if all of the Company or the underwriters may round securities referred to in clause (2) have been included in such Demand Registration, the number of shares allocated securities that the Company proposes to any Holder to include in such Demand Registration that, in the nearest 100 shares. If any Holder of Registrable Securities disapproves opinion of the terms of the underwritingmanaging underwriter(s), can be sold without having such person may elect to withdraw therefrom by written notice to the Companyadverse effect, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requireincluded.

Underwriting. In If the event that a Investor who initiates the registration pursuant request under this Section 3.1 (such Investor, the “Initiating Holder”) intends to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by its request by means of an underwriting, the Company then it shall so advise the Holders Company as a part of the notice given its request made pursuant to paragraph 3(a)(i)this Section 3.1(a) 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 the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in voting power of the extent requested shall be limited Initiating Holder and other Holders) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders representing a majority in interest voting power of the Initiating Holders, but subject Registrable Securities requested to the Company's reasonable approvalbe registered. Notwithstanding any other provision of this paragraph 3Section 3.1, if the managing underwriter advises underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the Company 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 the Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by such Holders at each Holder requesting registration (including the time of filing the registration statement, Initiating Holder); provided, however, that the number of shares of Registrable Securities held by the Investor to be included in such underwriting and registration shall not be reduced unless all other securities (other than Registrable Securities held by Existing Registration Right Holders) are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting and registration (including, without limitation, any securities which the Company may seek to include in the underwriting for its own account); provided further, that at least 25% of any Registrable Securities requested by reason of the underwriter's marketing limitation shall Investor to be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesunderwriting and registration shall be so included. If any Holder of Registrable Securities the Investor disapproves of the terms of the any such underwriting, such person the Investor may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter(s), and such Registrable Securities shall not be transferred in a public distribution delivered at least ten (10) Business Days prior to 90 days after the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a Holders initiating the registration pursuant request under this Section 3 (“Initiating Holders”) intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company then they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(ithis Section 3 and the Company shall include such information in the written notice referred to in subsection 3(a). In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned conditional upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Initiating Holders, but subject Registrable Securities being registered and reasonably acceptable to the Company's reasonable approvalCompany (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this paragraph Section 3, if the managing underwriter advises underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, underwritten then the Company 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 the Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by such Holders at each Holder requesting registration (including the time of filing the registration statement, 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 underwritingunderwriting and registration. No Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the underwriting by reason registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the underwriter's marketing limitation shall be 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. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter registration and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also underwriting will not thereby be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requirelimited.

Underwriting. In If, from time to time, the event Holders owning Registrable Securities equal to at least 25% of the originally issued Series B Stock so elect, the prospectus relating to such Shelf Registration Statement shall be supplemented so that a registration pursuant the offering of all or part of the Registrable Securities included therein shall be in the form of an underwritten public offering. Upon receipt of the request to this paragraph 3 is for a registered public offering involving an underwritingsupplement the prospectus relating to such Shelf Registration Statement, the Company shall so advise the will promptly give written notice of such underwritten offering to all other Holders as part of the notice given pursuant to paragraph 3(a)(i)holding Registrable Securities included in such Shelf Registration Statement. In such event, the The right of any Holder to include Registrable Securities in such underwritten registration shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter Underwriter selected for such underwriting by the Company and reasonably acceptable to a majority in interest of the Initiating Holders, but subject Holders proposing to the Company's reasonable approvaldistribute their securities through such underwriting. Notwithstanding any other provision of this paragraph 3Section 2.1, if the managing underwriter Underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders Holders of Registrable Securities to be included in such underwritten offering and the number of shares Company shall include in such underwritten offering only the aggregate amount of Registrable Securities that the Underwriter believes may be sold and shall reduce the amount of Registrable Securities held by the Holders to be included in such underwritten offering pro rata based on the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder supplement to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice prospectus relating to the Company, the managing underwriter and the Initiating HoldersShelf Registration Statement. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registrationexcluded from, or not included in, such other shorter period of time as the underwriters may requireunderwritten offering shall remain available for resale pursuant to such Shelf Registration Statement.

Underwriting. In (i) If the event that a registration pursuant to this paragraph 3 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to paragraph 3(a)(iSection 4(a)(i). In such event, event the right of any Holder to such registration pursuant to Section 4 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Restricted Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company All Holders proposing to distribute their securities through such underwriting shall (together with all Holders proposing to distribute 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 a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. CHINA GRANITE CORPORATION 4 Subscription Agreement (ii) Notwithstanding any other provision of this paragraph 3Section 4, if the underwriter managing underwriter advises the Initiating Holders in writing such public offering determines that marketing factors require a limitation of the number of shares to be underwritten, then the underwriter may limit the number of Restricted Securities to be included in the registration and underwriting, or may exclude Restricted Securities entirely from such registration and underwriting. The Company shall so advise all holders Holders of Registrable Restricted Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Restricted Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Restricted Securities held by each of such Holders at as of the time date of filing the registration statement, provided, however, notice pursuant to Section 4(a)(i) above; provided that the number of shares of Registrable Restricted Securities requested to be included in such underwriting shall not be reduced unless all other securities being sold by shareholders other than the Holders are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesUnderwriting. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. The Registrable Any Restricted Securities and/or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If a Requestor initiates the event that a registration pursuant request under this Section 2.2 and intends to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by its request by means of an underwriting, then the Company Requestor shall so advise the Holders Company as a part of the notice given its request made pursuant to paragraph 3(a)(i)this Section 2.2. In such event, the right of any Holder the Selling Shareholders to include their Registrable Securities in such registration shall be conditioned upon such Holdereach Selling Shareholder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's their Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing If the Requestor proposes to distribute their its securities through such underwriting) , each Selling Shareholder shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to Company and the Company's reasonable approvalRequestor. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, underwritten then the Company shall so advise all holders of the Selling Shareholders, and the managing underwriter(s) may exclude shares (including Registrable Securities Securities) from the registration and the underwriting, and the number of shares of Registrable Securities that may be included in the registration and the underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportionallocated, as nearly as practicablefirst, to the respective amounts of Registrable Securities held by such Holders at Requestor, and second, to the time of filing Selling Shareholders based on the registration statement, provided, however, that the number relative proportion of shares of Registrable Securities all such Selling Shareholders requested to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisionsso registered, the Company or the underwriters may round the number of shares allocated to any Holder and third, to the nearest 100 sharesCompany. If any Holder of Registrable Securities a Selling Shareholder disapproves of the terms of the any such underwriting, such person the Selling Shareholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution delivered at least ten (10) business days prior to 90 days after the effective date of the registration statement. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the ------------ Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(iSection 5(a) and the Company shall include such information in the written notice referred to in Section 5(a)(x). In such event, the The right of any Holder to such registration pursuant to Section 5 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited and to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter which managing underwriter shall be selected for by the Company. Upon the request of such underwriter, the Company agrees to provide all necessary cooperation in connection with such underwriting by a majority including participation in interest meetings, due diligence sessions, road shows, the preparation of prospectuses and similar documents, and the Initiating Holders, but subject to the Company's reasonable approvalpreparation and delivery of customary certificates or documents. Notwithstanding any other provision of this paragraph 3Section 5, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then then, subject to the provisions of Section 5(a), the Company shall so advise all holders of Registrable Securities Holders and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting inclusion in the following priority: (except those i) the Common Stock (other than shares as to which any person holds contractual rights to inclusion) held by all persons other than the Holders who have indicated shall first be excluded from such registration and underwriting to the Company their decision not extent required; and (ii) if a limitation of the number of shares to distribute any of their Registrable Securities through be included in such underwriting) registration and underwriting is still required, such limitation shall be allocated among the Holders (including the Initiating Holders), in proportion, as nearly as practicable, to the respective amounts of Registrable Securities securities contractually entitled to inclusion (determined without regard to any requirement of a request to be included in such registration) in such registration held by all such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities proposing to participate in an underwriting pursuant to this Section 5(b) disapproves of the terms of the such underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, and 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), 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 withdrawal of Registrable Securities, then either (1) the Holders requesting registration shall reimburse the Company for expenses incurred in complying with the request or (2) the aborted registration shall be transferred in a public distribution prior to 90 days after the effective date treated as affected for purposes of such registration, or such other shorter period of time as the underwriters may requireSection 5(a)(B) and Section 9.

Underwriting. In the event that a registration pursuant to this paragraph 3 Subsection 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(iSubsection 2.5(a)(i). In such event, the The right of any Holder to such registration pursuant to Subsection 2.5 shall be conditioned upon such Holder's ’s participation in the underwriting arrangements required by this paragraph 3, Subsection 2.5 and the inclusion of such Holder's ’s Registrable Securities in the underwriting underwriting, to the extent requested shall be limited to the extent and provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject Holders (which managing underwriter shall be reasonably acceptable to the Company's reasonable approval). Notwithstanding any other provision of this paragraph 3Subsection 2.5, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 ninety (90) days (one hundred eighty (180) days in the case of the Company’s initial public offering) after the effective date of the final prospectus used in such registration, or such other shorter period of time as the underwriters may requirepublic offering.

Underwriting. In the event that a registration pursuant to this paragraph 3 Section 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(iSection 2.5(a)(i). In such event, the right of any Holder to such registration pursuant to Section 2.5 shall be conditioned upon such Holder's ’s participation in the underwriting arrangements required by this paragraph 3Section 2.5(b), and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company, but subject to reasonable approval of a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.5, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities who have requested that their shares be included in the registration and underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated allocated, among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities that are not Registrable Securities are first entirely excluded from the underwritingunderwriting and registration. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In the event that a registration pursuant to this paragraph 3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i). In such event, the The right of any Holder to such registration pursuant to this Section 3 shall be conditioned upon such Holder's ’s participation in the underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities Registrable Securities through such underwritingunderwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph Section 3, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities Holders 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 so limited and shall be allocated first, to the Company; second, if there remains additional availability for additional Common Stock to be included in such offering, among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such registration held by such Holders at the time of filing the registration statement, providedand third, however, that the number of shares of Registrable Securities if there remains availability for additional securities to be included in such underwriting shall not be reduced unless all offering, pro rata among any other securities are first entirely excluded from persons who have been granted registration rights, or who have requested participation in the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesoffering. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such person the Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall not be transferred offer to all Holders who have included Registrable Securities in a public distribution prior the registration the right to 90 days after include additional shares of Registrable Securities in the effective date of such registration, or such other shorter period of time as same proportion used in determining the underwriters may requireunderwriter limitation in this Section 3(b).

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(iSection 2(a). In If Other Stockholders request inclusion of securities of the same class as the Registrable Securities to be included in such eventunderwriting, the right Holders shall offer to include the securities of any Holder to such registration shall be conditioned upon such Holder's participation Other Stockholders in the underwriting arrangements required by and may condition such offer on their acceptance of the further applicable provisions of this paragraph 3, Section 2. The Holders whose securities are to be included in such registration and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject Holders and reasonably acceptable to the Company's reasonable approvalCompany (the “Representative”). Notwithstanding any other provision of this paragraph 3Section 2(a), if the managing underwriter Representative advises the Initiating Holders in writing that that, based on the good-faith judgment of the underwriter or underwriters, marketing factors require a limitation of on the number of shares securities to be underwritten, then the securities of the Company held by Other Stockholders shall be excluded from such registration to the extent so advise all holders required by such limitation. If, after the exclusion of Registrable Securities and such securities, further reductions are still required, the number of shares of Registrable Securities that may be securities included in the registration and underwriting by each Holder shall be allocated among all Holders thereof reduced on a pro rata basis (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that based on the number of shares securities of the same class as the Registrable Securities to be included in the underwriting held by such underwriting shall not be reduced unless all other Holder), by such minimum number of securities are first entirely excluded from the underwritingas is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such . If the underwriter has not limited the number of Registrable Securities shall not or other securities to be transferred in a public distribution prior to 90 days after underwritten, the effective date Company and officers and directors of such registration, the Company may include its or such other shorter period their securities of time the same class as the underwriters may requireRegistrable Securities to be included in the underwriting for its or their 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 will not thereby be limited.

Underwriting. In If the event that a Investors initiating the above ------------ registration pursuant request under this Section 2.2 ("Initiating Holders") intend to this paragraph 3 is for a registered public offering involving ------------------ distribute the Registrable Securities covered by their request by means of an underwriting, the Company then they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(ithis Section 2.2 and the Company shall include such information in the written notice referred to in subsections 2.2(a) or 2.2(b). In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (and reasonably satisfactory to a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval). Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, underwritten then the Company shall so advise all holders Holders of Registrable Securities that 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 thereof (except those Holders who have indicated first to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportionInitiating Holders, as nearly as practicable, second to the respective amounts Holders of Registrable Series B or Registrable Series C Stock, who are not the Initiating Holders, and third to any other stockholder holding Registrable Securities, on a pro rata basis among such Holders based on the total number of Registrable Securities then held by each such Holders at the time of filing the registration statement, provided, however, that the number of shares of Holder. Any Registrable Securities to be included in excluded and withdrawn from such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from the registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given their request made pursuant to paragraph 3(a)(iSection 2.4 and the Company shall include such information in the written notice referred to in Section 2.4(a)(i). In such event, the The right of any Holder to such registration pursuant to Section 2.4 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3such underwriting, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.4, if the managing underwriter advises underwriters advise the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Initiating Holders shall so advise all holders of Registrable Securities Securities, and the underwriter may limit the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to on a pro rata basis based on the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts total number of Registrable Securities held by such Holders at the time of filing Holders. The Company and/or the registration statementunderwriters may, providedin their sole discretion, however, that round the number of shares of Registrable Securities securities offered hereunder to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingnearest 100 shares. No Registrable Securities securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter underwriters and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, and however, that, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other participating Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall allocate such greater number of Registrable Securities to such Holders in proportion, as nearly as practicable, to the respective amount of Registrable Securities held by such participating Holders. If the underwriter has not limited the number of Registrable Securities to be transferred underwritten, the Company may include securities for its own account or for the account of other shareholders of the Company in a public distribution prior to 90 days after such registration if the effective date of such registration, or such other shorter period of time as the underwriters may requireunderwriter so agrees.

Underwriting. In If the event that a registration pursuant to this paragraph 3 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to paragraph 3(a)(iSection 5(a)(i). In such event, event the right of any Holder to such registration pursuant to Section 5 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company All Holders proposing to distribute their securities through such underwriting shall (together with all Holders proposing to distribute the Company and other holders 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 a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 5, if the managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise managing underwriter may limit to whatever extent necessary (including the complete exclusion of all holders Registrable Securities) the number of Registrable Securities and the number of shares of Registrable Securities that may to be included in the registration and underwriting by reducing the number of Registrable Securities included on behalf of the Holders, on a pro-rata basis based on the total number of Registrable Securities entitled to registration held by each Holder. The Company shall be allocated among advise all Holders thereof (except those Holders who have indicated of Registrable Securities which would otherwise be registered and underwritten pursuant hereto of any such limitations. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company their decision not to distribute any of their and the underwriter. Any Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in excluded or withdrawn from such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Initiating Holder or Other Holder to the nearest 100 one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their demand by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given their demand made pursuant to paragraph 3(a)(ithis Section 2.2, including the identity of the managing underwriter; and the Company shall include such information in the written notice referred to in Section 2.2(a)(i). In such event, the right of any Holder to such registration pursuant to this Section 2.2 shall be conditioned upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (shall, together with all Holders holders of capital stock of the Company proposing 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 a majority in majority-in-interest of the Initiating Holders, but subject Holders and reasonably acceptable to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises shall advise the Initiating Holders in writing Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders Holders of Registrable Securities that have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among all such Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate Notwithstanding the allocation of shares in accordance with the above provisionsforegoing, the Company or the underwriters may round the number of shares allocated of Registrable Securities proposed to be included in any Holder underwriting and registration covered by this Section 2.2 shall not be reduced unless and until all other securities proposed to the nearest 100 sharesbe included in such underwriting and registration are first excluded in their entirety. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such . If the underwriter has not limited the number of Registrable Securities shall to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited and the per share offering price would not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requireadversely affected.

Underwriting. In If reasonably required to maintain an orderly ------------ market in the event that a registration pursuant Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their demand by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given their demand made pursuant to paragraph 3(a)(ithis Section 2.2, including the identity of the managing underwriter; and the Company shall include such information in the written notice referred to in Section 2.2(a)(i). In such event, the right of any Holder to such registration pursuant to this Section 2.2 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (shall, together with all Holders holders of capital stock of the Company proposing 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 a majority in majority-in-interest of the Initiating Holders, but subject Holders and reasonably satisfactory to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises shall advise the Initiating Holders in writing Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders Holders of Registrable Securities that have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among all such Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such . If the underwriter has not limited the number of Registrable Securities shall to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requirelimited.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(iSection 5(a) and the Company shall include such information in the written notice referred to in Section 5(a)(x). In such event, the The right of any Holder to such registration pursuant to Section 5 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited (unless otherwise mutually agreed by a majority in interest of the Holders) and to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 5, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then then, subject to the provisions of Section 5(a), the Company shall so advise all holders of Registrable Securities Holders and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to requesting inclusion in the Company their decision not to distribute any of their Registrable Securities through such underwriting) registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating other Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, and 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), 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(b). If the registration does not become effective due to the withdrawal of Registrable Securities, then either (1) the Holders requesting registration shall not reimburse the Company for expenses incurred in complying with the request or (2) the aborted registration shall be transferred in a public distribution prior to 90 days after the effective date treated as effected for purposes of such registration, or such other shorter period of time as the underwriters may requireSection 5(a)(B).

Underwriting. In the event that a registration pursuant to this paragraph 3 Section 3.1 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(iSection 3.1(a)(i). In such event, the right of any Holder to such registration pursuant to Section 3.1 shall be conditioned upon such Holder's ’s participation in the underwriting arrangements required by this paragraph 3Section 3.1, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter of recognized national standing selected for such underwriting by the Company and reasonably acceptable to a majority in interest of the Initiating such Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 3.1, if the managing underwriter advises the Initiating such Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the such underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In the event that a registration If Holders elect to participate in an underwritten public offering pursuant to this paragraph 3 is for a registered public offering involving an underwritingSection 2.2(a), the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i). In such event, the right of any Holder to such registration shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities Registrable Securities through the applicable Piggyback Registration Statement shall enter into, and perform such underwriting) enter into obligations set forth in, an underwriting agreement in customary form form, including, without limitation, indemnification and contribution obligations, with the managing underwriter underwriter(s) selected by the Company for such 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 on the basis provided in such underwriting by a majority in interest agreement, (ii) completes and executes all questionnaires, powers of attorney, indemnities, custody agreements and other documents required under the Initiating Holders, but subject terms of such underwriting agreement and (iii) agrees to the Company's reasonable approvalpay its pro rata share of all underwriting discounts and commissions. Notwithstanding any other provision of this paragraph 3Agreement, if the managing underwriter advises the Initiating Holders underwriter(s) determine(s) in writing good faith that marketing factors require a limitation inclusion of all or any of the number of shares 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 of Registrable Securities and the number of managing underwriter(s) may exclude such shares of Registrable Securities that may be included in from the registration Piggyback Registration Statement and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, 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 the Piggyback Registration Statement shall not be reduced unless all other securities are first entirely excluded from the underwriting. No allocated among Holders requesting inclusion of their 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 provisionsPiggyback Registration Statement pursuant to Section 2.2(a), the Company or the underwriters may round based on the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, that such person may elect Holders request to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requireinclude.

Underwriting. In If the event that a Holders initiating the registration pursuant request under this Section 2.2 ("Initiating Holders") intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company then they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(ithis Section 2.2 and the Company shall include such information in the written notice referred to in subsection 2.2(a). In such eventaddition, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to a majority in interest of the Initiating Holders, but subject Holders participating in such offering. Such underwriting agreement shall include a market stand-off agreement of up to the Company's reasonable approval180 days if required by such underwriter. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, underwritten then the Company 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 and allocated among all the Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the 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 Holders). If any such Holders at the time exclusion causes less than 50% of filing the registration statement, provided, however, that the number of shares of Registrable Securities as to which registration was requested by the Holders to be registered, such registration may be withdrawn at the request of a majority of the Holders of Registrable Securities to be included in such underwriting offering and, if so withdrawn within ten (10) days after such Holders are notified of such exclusion, such registration shall not be reduced unless all other securities are first entirely excluded from the underwritingconstitute a request for registration under Section 2.2(e). No Any Registrable Securities excluded and withdrawn from the such underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from the registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given their request made pursuant to paragraph 3(a)(isubsection 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a)(i). In such event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to such registration pursuant to subsection 1.2 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approvalor underwriters. Notwithstanding any other provision of this paragraph 3subsection 1.2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Initiating Holders shall so advise all holders of Registrable Securities Holders participating in the registration, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesHolders. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Any Registrable Securities and/or other securities so which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that Holders initiating the registration request under this Section 3.4(b) (the "Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise Tality as a registration part of their request made pursuant to this paragraph 3 is for a registered public offering involving an underwriting, Section 3.4(b)(i) and Tality shall include such information in the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i)Request Notice. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Initiating Holders, but subject Registrable Securities being registered and reasonably acceptable to the Company's reasonable approvalTality (including a market stand-off agreement of up to 180 days if required by such underwriters). Notwithstanding any other provision of this paragraph 3Section 3.4(b), if the managing underwriter advises the Initiating Holders underwriter(s) advise(s) Tality in writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the Company Tality 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 the Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at on a pro rata basis according to the time number of filing Registrable Securities of each Holder requesting registration (including the registration statement, 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 Tality and the employees, officers and directors (who are not also officers or directors of Cadence) of Tality (or any Subsidiary of Tality) are first entirely excluded from the underwritingunderwriting and registration. No Any Registrable Securities excluded and withdrawn from the such underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from the registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In the event that a registration pursuant to this paragraph 3 Section 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(iSection 2.5(a)(i). In such event, the right of any Holder to such registration pursuant to Section 2.5 shall be conditioned upon such Holder's ’s participation in the underwriting arrangements required by this paragraph 3Section 2.5, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company, but subject to reasonable approval of a majority in interest of the Initiating Holders, but subject Holders (based on Registrable Securities requested to the Company's reasonable approvalbe included in such registration). Notwithstanding any other provision of this paragraph 3Section 2.5, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated allocated, among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, ; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwritingunderwriting and registration. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant to statement under which the Company gives notice under this paragraph 3 Section 2.2 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i)Holders. In such event, the right of any such Holder to such be included in a registration pursuant to this Section 2.2 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders Each Holder proposing to distribute their securities its Registrable Securities through such underwriting) underwriting shall enter into a custody agreement and power of attorney authorizing the Company to sell the Registrable Securities to be offered by such Holders and to execute on the Holder's behalf an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. If any Holder is or will be unable to deliver any document reasonably required by the underwriters to register such Registrable Securities, then the Company shall have no obligation to include such Registrable Securities in such registration. Notwithstanding any other provision of this paragraph 3the Agreement, if the managing underwriter advises the Initiating Holders determines in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated as follows: first, to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicablefor its own account; second, to the respective amounts holders under the Company's Registration Rights Agreement, dated as of August ____, 1998 (the "Registration Rights Agreement"), and Holders on a pro rata basis based on the total number of Registrable Securities held by such Holders at persons; and third, to any stockholder of the time of filing Company (other than a Holder or a holder under the Registration Rights Agreement) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration statement, provided, however, that and underwriting. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than two-thirds (66 2/3%) of the Registrable Securities proposed to be included sold in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requireoffering.

Underwriting. In the event that a registration pursuant to this paragraph 3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i). In such event, the The right of any Holder to such registration pursuant to this Section 3 shall be conditioned upon such Holder's ’s participation in the underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities Registrable Securities through such underwritingunderwriting shall (together with the Partnership) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approvalPartnership. Notwithstanding any other provision of this paragraph Section 3, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares units to be underwritten, then the Company Partnership shall so advise all holders of Holders whose securities would otherwise be registered and underwritten pursuant hereto, and the Registrable Securities and the number of shares of Registrable Securities that may requested to be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such registration held by such Holders at the time of filing the registration statement, providedor, howeverif so determined by the underwriter, that the number of shares of all Registrable Securities to shall be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the each registration and underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such person the Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Partnership and the Initiating Holdersunderwriter. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and 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), then the Partnership shall not be transferred offer to all Holders who have included Registrable Securities in a public distribution prior the registration the right to 90 days after include additional Registrable Securities in the effective date of such registration, or such other shorter period of time as same proportion used in determining the underwriters may requireunderwriter limitation in this Section 3(b).

Underwriting. In If the event that Initiating Holders intend to distribute the ------------ Registrable Securities covered by their request by means of a registration pursuant to this paragraph 3 is for a registered public offering involving an underwritingfirm commitment underwritten offering, the Company they shall so advise the Company. The Company and the Initiating Holders shall mutually agree upon and shall designate the underwriter or underwriters to be retained in connection therewith as a part of the notice given their request made pursuant to paragraph 3(a)(iSection 2.1(a). The Company shall include such information in the written notice referred to in Section 2.1(a)(1). In such event, the right of any Holder to such registration pursuant to this Section 2.1 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3, such underwritten offering and the inclusion of such Holder's Registrable Securities in the underwriting to underwritten offering (unless otherwise mutually agreed by at least a majority of the extent requested shall be limited Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwritingunderwritten offering) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approvalunderwriting. Notwithstanding any other provision of this paragraph 3Section 2.1, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then any securities to be sold on behalf of the Company and any securities of the Company (other than Registrable Securities) held by officers or directors and by other shareholders shall be excluded from such registration to the extent so advise all holders required by such limitation, and if a limitation of Registrable Securities and the number of shares of Registrable Securities that is still required, then the underwriter may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that limit the number of shares of Registrable Securities to be included in the registration. All Holders proposing to sell shares in such underwriting offering shall not be reduced unless all other securities are first entirely excluded from share pro rata based on the underwriting. No number of Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included held in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesbe excluded from such offering. If any Holder of Registrable Securities disapproves of the terms of the underwritingunderwritten offering, such person it may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In the event that a registration pursuant to this paragraph 3 Section 5.3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(iSection 5.3(a)(i). In such event, the right of any Holder to such registration pursuant to Section 5.3 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3Section 5.3, and the inclusion of such Holder's Registrable Securities Securities, as the case may be, in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders and other holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 5.3, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares Registrable Securities to be underwritten, then the underwriters may limit the Registrable Securities to be included in such registration and underwriting (provided that securities of other securityholders are not included therein). In the event of a limitation on the number of Registrable Securities to be included in a registration, the Company shall so advise all holders of Registrable Securities Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares Registrable Securities in accordance with the above provisions, the Company or the underwriters may round the number of shares Registrable Securities allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities securities shall not be transferred in a public distribution prior to 90 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(ithis Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to such include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by a majority in the majority-in-interest of the Initiating Holders, but subject which underwriters shall be reasonably acceptable to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.1, if the managing underwriter advises underwriters advise the Initiating Holders in writing that marketing factors require a limitation of on the number of shares to be underwrittenunderwritten (including Registrable Securities), then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be allocated apportioned pro rata among all the selling Holders thereof (except those Holders who have indicated to based on the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by all selling Holders or in such Holders at the time of filing the registration statement, provided, however, that the number of shares of other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities to be included in excluded from such underwriting shall not be reduced registration unless all other stockholders’ securities are first entirely excluded from (including securities for the underwriting. No Registrable Securities excluded from the underwriting by reason account of the underwriter's marketing limitation shall be included Company) have been first excluded. If a person who has requested inclusion in such registration. To facilitate the allocation of shares in accordance with the registration as provided above provisions, the Company or the underwriters may round the number of shares allocated does not agree to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such person may elect to withdraw shall be excluded therefrom by written notice to from the Company, the managing underwriter and or the Initiating Holders. The Registrable Securities and/or other securities so withdrawn excluded shall also be withdrawn from registration, and such . Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall not also be transferred in a public distribution prior to 90 days after the effective date of withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), or then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such other shorter period of time shares to be allocated among such Holders requesting additional inclusion, as the underwriters may requireset forth above.

Underwriting. In If the event that a registration pursuant Investor intends to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by its request by means of an underwriting, the Company then it shall so advise the Holders Company as a part of the notice given its request made pursuant to paragraph 3(a)(i)this Clause. In such event, the right of any Holder the Investor to include its Registrable Securities in such registration shall be conditioned conditional upon such Holder's the Investor’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's the Investor’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company Investor shall (together with all Holders proposing 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 a majority in interest of the Initiating Holders, but subject Investor and reasonably acceptable to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Clause, if the managing underwriter advises underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, underwritten then the Company shall so advise all holders of Registrable Securities the Investor, 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 the Investor and each of the Existing Holders thereof (except those Holders who have indicated on a pro rata basis according to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities then outstanding held by each such Holders at the time of filing the registration statement, Person requesting 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 Securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such and registration. To facilitate If the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities Investor disapproves of the terms of the any such underwriting, such person the Investor may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter(s), and such Registrable Securities shall not be transferred in a public distribution delivered at least ten (10) Business Days prior to 90 days after the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, or the Company may include its securities for its own account in such other shorter period registration if the underwriter so agrees and if the number of time as the underwriters may requireRegistrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. In If the event that a registration pursuant Initiating Holder(s) intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(iSection 2(a). In such event, the right of any Holder to include such registration Holder’s Registrable Securities in such Registration shall be conditioned upon such Holder's ’s participation in the underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If Other Stockholders request inclusion of their Securities in the underwriting, the Holders shall offer to include the Securities of such Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares are to be included in such Registration and the Company shall (together with all Holders Other Stockholders proposing to distribute their securities Securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject Holder(s) and reasonably acceptable to the Company's reasonable approval; provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders under Section 2(f)(ii) hereof. Notwithstanding any other provision of this paragraph 3Section 2(a), if the managing representative of the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Company Securities held by Other Stockholders shall be excluded from such Registration to the extent so advise all holders required by such limitation. If, after the exclusion of such Securities held by Other Stockholders, further reductions are still required, the number of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting Registration by each Holder shall be allocated among all Holders thereof reduced on a pro rata basis (except those Holders who have indicated to based on the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by such Holders at the time of filing the registration statementHolder), provided, however, that the by such minimum number of shares of Registrable Securities as is necessary to be included in comply with such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingrequest. No Registrable Securities or any other Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesRegistration. If any Holder of Registrable Securities Other Stockholder who has requested inclusion in such Registration as provided above disapproves of the terms of the underwriting, such person Person may elect to withdraw therefrom by providing prompt written notice to the Company, the managing underwriter and the Initiating HoldersHolder(s). The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationRegistration. In addition to the other rights of the Holders contained herein, and such if the underwriter has not limited the number of Registrable Securities shall or other Securities to be underwritten, the Company and officers and directors of the Company may include its or their Securities for its or their own account in such Registration if the representative of the 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 transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requirelimited.

Underwriting. In If the event that a registration pursuant to this paragraph 3 statement under which the Company gives the Piggyback Notice is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i)Registrable Securities. In such event, the right of any such Holder to such be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder's ’s participation in such underwriting on the underwriting arrangements required terms and conditions agreed by this paragraph 3, the Company and the underwriters and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided hereinunderwriters determine in good faith will not jeopardize the success of the offering by the Company. The Company shall (together with all All Holders proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form (as agreed by the Company and the underwriters) with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably approved by a majority in interest of the Initiating Holders participating in such registration pursuant to this Section 2.3. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Holders, but subject ’ title to Registrable Securities and any written information provided by the Holder to the Company's reasonable approvalCompany expressly for inclusion in the related registration statement. Notwithstanding any other provision of this paragraph 3Agreement, if the a managing underwriter advises the Initiating Holders determines in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares that may be excluded from the underwriting shall be first allocated fully among Holders of Registrable Securities that may other than Common Stock into which the Preferred Stock has been converted, and second, among the Holders on a pro rata basis based on the total number of Registrable Securities held by such Holders. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting shall be allocated among underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholder, in which event any or all Holders thereof (except those Holders who have indicated to of the Company their decision not to distribute any of their Registrable Securities through of the Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any stockholder (other than a Holder) be included in such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that which would reduce the number of shares which may be included by Holders without the written consent of Holders of at least a majority of the Registrable Securities proposed to be included sold in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesoffering. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter, and such Registrable Securities shall not be transferred in a public distribution delivered no later than fifteen (15) Business Days prior to 90 days after the effective date of the registration statement, after which the Holders’ commitment shall become irrevocable. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such other shorter period partners and retired partners and any trusts for the benefit of time 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 the underwriters may requiredefined in this sentence.

Underwriting. In If the event that Initiating Holders intend to distribute the Registrable Securities covered by a registration request made pursuant to this paragraph 3 is for a registered public offering involving Section 2.1 by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given their request made pursuant to paragraph 3(a)(i)this Section 2.1. In such eventThe underwriter(s) shall be selected by a majority-in-interest of the Initiating Holders, which underwriter(s) are reasonably acceptable to the Company. The right of any Holder to such registration pursuant to this Section 2.1 shall be conditioned upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority-in-interest of the extent requested shall be limited Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approvalor underwriters. Notwithstanding any other provision of this paragraph 3Section 2.1, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of 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 the other Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held otherwise requested by such Holders at the time of filing the registration statement, to be included therein; provided, however, that the number of shares of Registrable Securities to be included in such underwriting 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. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Any Registrable Securities and/or other securities so withdrawn shall also be which are excluded from the underwriting by reason of the underwriter’s marketing limitation or withdrawn from registration, and such Registrable Securities underwriting shall not be transferred in a public distribution prior to 90 days after the effective date of deemed withdrawn from such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant Shareholders intend to this paragraph 3 is distribute the Registrable Securities covered by their request for a registered public offering involving Demand Registration by means of an underwriting, then the Company Shareholders shall so advise the Holders Company as a part of the notice given pursuant to paragraph 3(a)(i)such request. In such eventcase, the Shareholders shall negotiate with an underwriter selected by them (which managing underwriter shall be an internationally recognized financial institution experienced in securities offerings registered under the Securities Act) and approved by the Company, which approval shall not be unreasonably withheld, with regard to the underwriting of such requested registration. The right of any Holder the Shareholders to include such Registrable Securities in such registration shall be conditioned upon such Holder's (i) the Shareholder’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Shareholder’s Registrable Securities to which such request for a Demand Registration relates in the underwriting to (unless otherwise agreed by a majority in interest of the extent requested shall be limited to Shareholders requesting such registration), (ii) the extent provided herein. The Company shall entry of the participating Shareholders (together with all Holders proposing to distribute the Company and other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form reasonably acceptable to the Shareholders with the managing underwriter or underwriters selected for such underwriting underwriting, and (iii) the completion and execution by a majority in interest the participating Shareholders of all questionnaires, powers of attorney, indemnities and other documents required under the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision terms of this paragraph 3, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesarrangements. If any Holder of Registrable Securities participating Shareholder disapproves of the terms of the underwriting, such person Shareholder may elect to withdraw therefrom all of its Registrable Securities by written notice to the Company, the managing underwriter and the Initiating Holdersother Shareholders; provided, that, subject to Section 2.6 hereof, such registration shall be counted as a Demand Registration for the purposes of calculating the remaining number of Demand Registrations to which the Shareholders are entitled pursuant to this Section 2.5. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a Holders initiating the registration pursuant request under this Section 3.3 (“Initiating Holders”) intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company then they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(ithis Section 3.3 and the Company shall include such information in the Request Notice 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 ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Initiating Holders, but subject Registrable Securities being registered and reasonably acceptable to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 3.3, if the managing underwriter advises underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the Company 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 the Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by such Holders at each Holder requesting registration (including the time of filing the registration statement, 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. No underwriting and registration including, without limitation, all shares that are not Registrable Securities excluded from the underwriting and are held by reason any other person, including, without limitation, any person who is an employee, officer or director of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation Company (or any Domestic Entity or any Affiliate of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesDomestic Entity). If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter(s), and such Registrable Securities shall not be transferred in a public distribution delivered at least ten (10) Business Days prior to 90 days after the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such other shorter period partners and retired partners and any trusts for the benefit of time 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 the underwriters may requiredefined in this sentence.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(iSection 2(a)(i). In such eventIf Other Stockholders request inclusion of their securities in the underwriting, the right Holders shall offer to include the securities of any Holder to such registration shall be conditioned upon such Holder's participation Other Stockholders in the underwriting arrangements required by and may condition such offer on their acceptance of the further applicable provisions of this paragraph 3, Section 2. The Holders whose shares are to be included in such registration and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject Holders and reasonably acceptable to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2(a), if the managing underwriter representative advises the Initiating Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Company shall so advise all holders representative may limit the number of Registrable Securities and the number of shares of Registrable Securities that may to be included in the registration and underwriting in accordance with the Allocation Priority set forth in Section 2(b)(ii); provided that such allocation shall be allocated among all Holders thereof made in the following manner: (except those Holders who have indicated i) first, Pro Rata (as defined below) to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportionand securities entitled to registration under the Series B Registration Rights Agreement (as defined below), as nearly as practicable, to the respective amounts regardless of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares that can be sold without exceeding the Maximum Number of Registrable Securities Shares; (ii) second, to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, that the Company or desires to sell, and (iii) third, securities for the underwriters may round account of Other Stockholders that the number Company is obligated to register pursuant to written contractual arrangements with such persons that can be sold, Pro Rata, in the case of shares allocated to any Holder to (ii) and (iii) without exceeding the nearest 100 sharesMaximum Number of Shares. If any Holder of Registrable Securities or Other Stockholder who has requested inclusion in such registration as provided herein disapproves of the terms of the underwriting, such person Person may elect to withdraw therefrom by providing written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to SECTION 5.1(i), and the Company shall include such information in the written notice given pursuant to paragraph 3(a)(iSECTION 5.1(i). The managing underwriter will be selected by a majority in interest of the Initiating Holders, provided that such managing underwriter is reasonably acceptable to the Company. In such event, the right of any Holder to include his or her Registrable Securities in such registration shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approvalunderwriter. Notwithstanding any other provision of this paragraph 3SECTION 5.1, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders Holders of Registrable Securities Securities, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that . Neither the number Company nor any other holders of shares of Registrable Securities Company securities may participate in the proposed offering if any Holders have been cut back pursuant to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingthis SECTION 5.1(ii). No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not continue to be transferred in a public distribution prior subject to 90 days after the effective date terms of such registration, or such other shorter period of time as the underwriters may requirethis Agreement including SECTION 6 hereof.

Underwriting. In If reasonably required to maintain an orderly market in the event that a registration pursuant Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their demand by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given their demand made pursuant to paragraph 3(a)(ithis Section 2.2, including the identity of the managing underwriter; and the Company shall include such information in the written notice referred to in Section 2.2(a)(i). In such event, the right of any Holder to such registration pursuant to this Section 2.2 shall be conditioned upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (shall, together with all Holders holders of capital stock of the Company proposing 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 Company, which underwriter or underwriters shall be reasonably acceptable to a majority in majority-in-interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises shall advise the Initiating Holders in writing Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwrittenunderwritten (including Registrable Securities) (the “Underwriters’ Maximum Number”), then the Company shall so advise all holders will be obligated and required to include in such registration that number of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among requested by all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting registration, which does not exceed the Underwriters’ Maximum Number, and such number of Registrable Securities shall not be reduced unless all other securities are first entirely excluded from allocated pro rata among the underwritingHolders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a Company intends to distribute the Registrable Securities covered by its registration pursuant to this paragraph 3 is for a registered public offering involving by means of an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to paragraph 3(a)(iSection 2.5(a)(i). In such event, the right of any Holder to such registration pursuant to this Section 2.5 shall be conditioned upon such Holder's ’s participation in the underwriting arrangements required by this paragraph 3, such underwritten offering and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited underwritten offering to the extent provided herein. The Company shall (shall, together with all participating Holders and participating Third Party Holders of Registrable Securities of the Company (if any) proposing (and permitted) to distribute their securities through such underwriting) underwritten offering, enter into an underwriting agreement in customary form (containing such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type) with the managing underwriter or underwriters selected for such underwriting by a majority in interest the Company. Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Initiating HoldersHolders and Third Party Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Holder or Third Party Holder shall be entitled to participate in such underwritten offering unless such Holder or Third Party Holder, but subject to as the Company's reasonable approvalcase may be, completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreement. Notwithstanding any other provision of this paragraph 3Section 2.5, if the managing underwriter advises or underwriters of a proposed underwritten offering of the Initiating Registrable Securities included in a registration pursuant to this Section 2.5 shall advise the Company and the Sponsor Holders that have requested to participate in writing such registration that marketing factors require a limitation of the number of shares securities requested to be underwrittenincluded in such registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the such registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to 1) first, 100% of the securities that the Company their decision not proposes to distribute any of their Registrable Securities through such underwritingsell, (2) second, and only if all the securities referred to in proportionclause (1) have been included, as nearly as practicable, to the respective amounts number of Registrable Securities that the Sponsor Holders, Management Holders and Temasek Holders proposed to include in such registration, which, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such registration, with such number to be allocated pro rata among such Sponsor Holders, Management Holders and Temasek Holders that have requested to participate in such registration based on the relative number of Registrable Securities then held by each such Holders at the time of filing the registration statementSponsor Holder, Management Holder and Temasek Holder (provided, howeverthat any securities thereby allocated to a Sponsor Holder, Management Holder or Temasek Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Sponsor Holders, Management Holders and Temasek Holders in like manner), (3) third, and only if all the securities referred to in clause (2) have been included, the number of Registrable Securities that the other Holders proposed to include in such registration, which, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such registration, with such number to be allocated pro rata among such other Holders that have requested to participate in such registration based on the relative number of Registrable Securities then held by each such Holder (provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (4) fourth, and only if all of the Registrable Securities referred to in clause (3) have been included in such registration, any other securities eligible for inclusion in such registration (including those of any Third Party Holder) that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such registration; provided, that notwithstanding the foregoing, the shares of Registrable Securities to that may be included in such underwriting registration shall not be reduced unless all other securities are first entirely excluded from subject to the underwritingPriority Sell-Down. No Registrable Securities securities excluded from the underwriting by reason of the managing underwriter's ’s or underwriters’ marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a Holders initiating the registration pursuant request ------------ under this Section 2.2 ("Initiating Holders") intend to this paragraph 3 is for a registered public offering involving distribute such ------------------ Registrable Securities covered by their request by means of an underwriting, the Company then they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(ithis Section 2.2 and the Company shall include such information in the written notice to other Holders referred to in subsection 2.2(a). In such event, the right of any other Holder to include its Registrable Securities in such registration shall be conditioned upon such other Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such other Holder's Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited Initiating Holders and such other Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest the Holders with the consent of the Initiating HoldersCompany, but subject to the Company's reasonable approvalwhich will not be unreasonably withheld. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, underwritten then the Company 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 the Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that on a pro rata basis according to the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from then outstanding held by each Holder requesting registration (including the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesInitiating Holders). If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom from such registration by written notice to the Company, the managing underwriter and the Initiating HoldersInitial Holder. The Any Registrable Securities and/or other securities so excluded and withdrawn from such underwriting shall also be withdrawn from the registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant to this paragraph 3 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Investors and Major Common Holders as part of in the written notice given pursuant to paragraph 3(a)(iSection 2.5(a). In such event, the right of any Holder the Investors and Major Common Holders to participate in such registration Registration pursuant to this Section 2.5 shall be conditioned upon such each Investor’s and Major Common Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such the Investor’s or Major Common Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company All holders of Registrable Securities proposing to distribute their Registrable Securities through such underwriting shall (together with all Holders proposing to distribute the Company and other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter Underwriter’s Representative selected for such underwriting by a majority in interest of the Initiating Holders, but subject Company and reasonably acceptable to the Company's reasonable approvalInvestors. Notwithstanding any other provision of this paragraph 3Section 2.5, if the managing underwriter advises the Initiating Holders Underwriter’s Representative determines in writing good faith that marketing market factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and Underwriter’s Representative may limit the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting the Registration and underwriting, and the securities to be sold shall not be reduced unless all other securities are first entirely excluded from allocated pursuant to the following priority: (i) first, to the Company, (ii) second, to the CEE Common Holders who have requested inclusion of Registrable Securities in the Company’s registration and the underwriting. No , on a pro rata basis based on the total number of Registrable Securities excluded from held by such CEE Common Holders, in an amount up to 1,000,000 CEE Merger Shares in the underwriting aggregate (the “CEE Base Shares”), if no other CEE Merger Shares have been registered under the Securities Act pursuant to the Shareholders Agreement, (iii) third, to the Investors and Major Common Holders who have requested inclusion of Registrable Securities in the Company’s registration and the underwriting, on a pro rata basis based on the total number of Registrable Securities held by reason such Investors or Major Common Holders, and (iv) fourth, to any other holder of Registrable Securities (including the CEE Common Holders for amounts in excess of the underwriter's marketing limitation CEE Base Shares) who has requested to participate in the offering, provided, however, that if the Investors and Major Common Holders are so limited no party shall sell shares in such registration other than the Company, the CEE Common Holders or the Investors and Major Common Holders, if any, requesting to include their Shares in the registration. Notwithstanding the foregoing, no such reduction shall reduce the amount of securities of the Investors and Major Common Holders included in the Registration below thirty percent (30%) of the total amount of securities included in such Registration (with at least five percent (5%) to be allocated to each of Sequoia Capital, Foundation Capital, Accel Partners, Madrone Capital and Canyon), unless such offering is the Company’s initial public offering and such Registration does not include shares of any other selling stockholders other than the CEE Common Holders, in which event any or all of the Registrable Securities of the Investors and Major Common Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any other selling stockholder, other than the CEE Common Holders, be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round Registration under this Section 2.5 if such inclusion would reduce the number of shares which may be included by the Investors and Major Common Holders without written consent of Investors holding at least a majority of the Registrable Securities proposed to be sold in the offering by all Investors. Any Registrable Securities to be sold pursuant to the underwriters’ over-allotment option shall be allocated pursuant to the following priority: (i) first, any Holder excluded Registrable Securities held by the CEE Common Holders up to the amount of the CEE Base Shares if no other CEE Merger Shares have been registered under the Securities Act pursuant to the Shareholders Agreement, (ii) second, any excluded Registrable Securities held by the Investors and Major Common Holders and (iii) third, any Registrable Securities held by any other person participating in the underwriting. The number of securities includable by the Investors, Major Common Holders, CEE Common Holders or any other person may in the discretion of the underwriters, be rounded to the nearest 100 one hundred (100) shares. If any Holder of Registrable Securities a person who has requested inclusion in such Registration disapproves of the terms of the any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating HoldersUnderwriter’s Representative. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from registrationthe Company’s registration statement; provided, and however, that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other CEE Common Holders, Investors and Major Common Holders may be included in such Registration under this Section 2.5 (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all CEE Common Holders, Investors and Major Common Holders who have included Registrable Securities in the Registration the right to include additional Registrable Securities in the same proportion used above in determining the underwriters’ limitation. If the Underwriter’s Representative has not limited the number of shares to be transferred in a public distribution prior to 90 days after underwritten for the effective date Company’s account and the account of such registrationthe CEE Common Holders, or such other shorter period Investors and Major Common Holders, the Company may include securities for the account of time as the underwriters may requireemployees, officers, directors and consultants.

Underwriting. In If reasonably required to maintain an orderly market in the event that a registration pursuant Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their demand by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given their demand made pursuant to paragraph 3(a)(ithis Section 3.2, including the identity of the managing underwriter as determined by the holders of at least 62% of the shares of Registrable Securities held by such Initiating Holders, and the Company shall include such information in the written notice referred to in Section 3.2(a)(i). In such event, the right of any Holder to such registration pursuant to this Section 3.2 shall be conditioned upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (shall, together with all Holders of shares proposing 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 a majority in interest the Initiating Holders holding at least 62% of the shares of Preferred Stock held by Initiating Holders, but subject Holders and reasonably satisfactory to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 3.2, if the managing underwriter advises shall advise the Initiating Holders in writing Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders Holders of Registrable Securities that have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among all such Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such . If the underwriter has not limited the number of Registrable Securities shall to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requirelimited.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(iSection 4.1 and the Company shall include such information in the written notice referred to in Section 4.1(a). In such event, the The right of any Holder to such registration pursuant to Section 4.1 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited (unless otherwise mutually agreed by a majority in interest of the Holders and such Holder) to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting jointly by a majority in interest of the Company and the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 4.1, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwrittenunderwritten and so advises the Initiating Holders in writing, then the Company Initiating Holders shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held owned by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, and 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), 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 above in determining the underwriter limitation; and, provided further that in the event that the withdrawal of a Holder, and the subsequent inclusion of additional Registrable Securities by other Holders, results in less than 20% of the Registrable Securities or in an anticipated aggregate offering price to the public of less than ten million dollars ($10,000,000), the Company shall no longer be required to effect such registration pursuant to this Section 4.1. 6. If the underwriter has not limited the number of Registrable Securities to be transferred underwritten, the Company may include securities for its own account or the account of others in a public distribution prior to 90 days after such registration if the effective date underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration, or such other shorter period of time as the underwriters may requireregistration and underwriting will not thereby be limited.

Underwriting. In If the event that a Holders initiating the registration pursuant request under this Section 2.2 (the “Initiating Holders”) intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company then they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(ithis Section 2.2 and the Company shall include such information in the Request Notice 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 ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Initiating Holders, but subject Registrable Securities being registered and reasonably acceptable to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the Company 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 the Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by such Holders at each Holder requesting registration (including the time of filing the registration statement, initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than 75% and (y) unless all other securities are first entirely excluded from the underwriting. No underwriting and registration including all shares that are not Registrable Securities excluded from the underwriting and are held by reason any other Person, including any Person who is an employee, officer or director 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 any Subsidiary. Further, if, as a result of such underwriter cutback, the underwriters may round Holders cannot include in the number underwriting all of shares allocated the Registrable Securities that they have requested to any Holder be included therein, then such Registration shall not be deemed to constitute the nearest 100 sharesdemand Registration to which the Holders are entitled pursuant to this Section 2.2. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such person Holder may elect to withdraw therefrom by delivering a written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter(s), and such Registrable Securities shall not be transferred in a public distribution delivered at least ten (10) Business Days prior to 90 days after the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such other shorter period partners and retired partners and any trusts for the benefit of time 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 the underwriters may requiredefined herein.

Underwriting. In If the event that a registration pursuant to this paragraph 3 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to paragraph 3(a)(iSection 5(a)(i). In such event, event the right of any Holder to such registration pursuant to Section 5 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company All Holders proposing to distribute their securities through such underwriting shall (together with all Holders proposing to distribute the Company and other holders 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 a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 5, if the managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise managing underwriter may limit to whatever extent necessary (including the complete exclusion of all holders Registrable Securities) the number of Registrable Securities and the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to by reducing the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by such Holders at included on behalf of the time of filing Holders, on a pro-rata basis based on the registration statement, provided, however, that the total number of shares of Registrable Securities entitled to be included in such underwriting registration held by each Holder. The Company shall not be reduced unless advise all other securities are first entirely excluded from the underwriting. No Holders of Registrable Securities excluded from the underwriting by reason which would otherwise be registered and underwritten pursuant hereto of the underwriter's marketing limitation shall be included in any such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shareslimitations. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. The Any Registrable Securities and/or other securities so withdrawn shall also be excluded or withdrawn from registration, and such Registrable Securities underwriting shall not be transferred included in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(i)Section 2. In 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 eventa registration (the "Other Stockholders") request such inclusion, the right Holders shall offer to include the securities of any Holder to such registration shall be conditioned upon such Holder's participation Other Stockholders in the underwriting arrangements required by and may condition such offer on their acceptance of the further applicable provisions of this paragraph 3, Agreement. The Holders whose shares are to be included in such registration and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders Other Stockholders proposing to distribute their securities through such 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 holding a majority in interest of Registrable Securities held by the Initiating Holders and reasonably acceptable to the Company and the price, terms and provisions of the Initiating Holders, but underwriting and the offering shall be subject to the Company's reasonable approvalapproval of the Company and such Initiating Holders. Any affiliate of a Holder may be selected to serve, on an arm's-length basis, as underwriter for an underwritten offering effected pursuant to this Section 2(b). Notwithstanding any other provision of this paragraph 3Section 2, if the managing underwriter representative advises the Initiating Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the securities of the Company held by Other Stockholders shall be excluded from such registration to the extent so advise all holders required by such limitation. If, after the exclusion of Registrable Securities and such shares, further reductions are still required, the number of shares of Registrable Securities that may be included in the registration and underwriting by each Holder shall be allocated among all Holders thereof reduced on a pro rata basis (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that based on the number of shares of Registrable Securities requested to be included in by such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingHolder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate If at least 50% of the allocation Registrable Securities requested to be included in such registration by the Initiating Holders are excluded by reason of shares in accordance with the above provisionsunderwriter's marketing limitation, the Company or the underwriters may round the number registration shall not be counted for purposes of shares allocated to any Holder to the nearest 100 sharesparagraph (B) of Section 2(a)(ii). If any Holder of Registrable Securities the Holders or any Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom without liability to any party by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such . If the underwriter has not limited the number of Registrable Securities shall 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 which would otherwise have been included in such registration and underwriting will not thereby be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requirelimited.

Underwriting. In The Company shall notify the event that a registration Holders of the identity of the managing underwriters for the Underwritten Offering proposed under the IPO Registration Statement as provided above. The right of any such Holder’s Registrable Interests to be included in any IPO Registration Statement pursuant to this paragraph 3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i). In such event, the right of any Holder to such registration Section 2(b) shall be conditioned upon such Holder's ’s participation in the underwriting arrangements required by this paragraph 3, such Underwritten Offering and the inclusion of such Holder's ’s Registrable Securities Interests in the underwriting to the extent requested shall be limited Underwritten Offering to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities Registrable Interests through such underwriting) Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter underwriters selected by the Company for such underwriting by a majority in interest and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the Initiating Holdersterms of such underwriting, but subject and furnish to the Company's reasonable approvalCompany such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the underwriters or as otherwise customary in this type of transaction. Notwithstanding any other provision of this paragraph 3Agreement, if the managing underwriter advises the Initiating Holders underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then the Company shall so advise all holders of managing underwriters may exclude shares (including Registrable Securities Interests) from the IPO Registration Statement and the number of shares of Registrable Securities that may be Underwritten Offering and any Common Interests included in the registration IPO Registration Statement and underwriting the Underwritten Offering shall be allocated among all Holders thereof allocated: (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting1 ) in proportion, as nearly as practicablefirst, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.;

Underwriting. In Subject to the event that restrictions in Section 3(e), if a registration pursuant to this paragraph 3 Piggyback Registration is for a registered public offering involving an underwriting, the Company shall so advise the Holders in writing or as a part of the written notice given pursuant to paragraph 3(a)(iSection 3(b). In such event, event the right of any Holder to such registration pursuant to Section 3(b) shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company All Holders proposing to distribute their securities through such underwriting shall (together with all Holders proposing to distribute the Company and any other stockholders of the Company 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 a majority in interest of the Initiating HoldersCompany or selling stockholders, but subject to the Company's reasonable approvalas applicable. Notwithstanding any other provision of this paragraph 3Section 3(c), if the managing underwriter advises or the Initiating Holders in writing Company determines that marketing factors require a limitation of the number of shares to be underwritten, then the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all holders of Holders (except those Holders who failed to timely elect to distribute their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and the number of shares of Registrable Securities that may be included in the registration and underwriting, if any, shall be allocated among such Holders as follows: the number of shares that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated first to the Company their decision not and then, subject to distribute any obligations and commitments existing as of their Registrable Securities through such underwriting) in proportion, as nearly as practicablethe date hereof, to all selling stockholders, including the respective amounts of Registrable Securities held by such Holders at the time of filing Holders, who have requested to sell in the registration statement, provided, however, that on a pro rata basis according to the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingincluded. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. The Registrable Securities and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, and 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), then the Company shall not be transferred offer to all Holders who have included Registrable Securities in a public distribution prior the registration the right to 90 days after include additional Registrable Securities pursuant to the effective date of such registration, or such other shorter period of time as terms and limitations set forth herein in the underwriters may requiresame proportion used above in determining the underwriter limitation.

Underwriting. In (a) The distribution of the event that a Registrable Securities covered by the registration pursuant to this paragraph 3 on Form S-3 shall be effected by means of the method of distribution selected by the Holders holding two-thirds (2/3) of the Registrable Securities covered by such registration. If such distribution is for a registered public offering involving effected by means of an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i). In such event, the right of any Holder to such registration pursuant to this Article 4 shall be conditioned upon such Holder's ’s participation in the underwriting arrangements required by this paragraph 3such underwriting, if any, and the inclusion of such Holder's ’s Registrable Securities in such underwriting. (b) If the underwriting distribution of the Registrable Securities pursuant to this Section 4.2 is effected by means of an underwriting, the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the a managing underwriter of nationally recognized standing selected for such underwriting by a majority in interest of the Initiating Holders, but subject to Holders requesting registration on Form S-3 and approved by the Company's reasonable approval, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this paragraph 3Article 4, if the managing underwriter advises the Initiating Holders in writing that marketing factors (including pricing) require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders Holders of Registrable Preferred Securities and participating in an offering pursuant to Section 4.1 together shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number of shares of Registrable Preferred Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities then held by such Holders at Holders. If after the time inclusion of filing such Registrable Preferred Securities, it is possible to include additional shares in such registration, the Original Stockholders participating in an offering pursuant to Section 4.1 together shall share pro rata in the remaining available portion of the registration statementin question, provided, however, that such sharing based upon the number of shares of Registrable Securities to be included in Original Stockholder Shares then held by such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingparticipating Original Stockholders. No Registrable Securities excluded from the underwriting by reason of the managing underwriter's ’s marketing limitation shall be included in such registration. To facilitate . (c) If the allocation distribution of shares in accordance with the above provisions, the Company or the underwriters may round the number Registrable Securities pursuant to this Section 4.2 is effected by means of shares allocated to an underwriting and if any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, and however, that 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), then the Company shall not be transferred offer to all Holders who have included (or requested to include) Registrable Securities in a public distribution prior the registration the right to 90 days after include additional Registrable Securities in the effective date of such registration, or such other shorter period of time as same proportion used in determining the underwriters may requireunderwriter limitation in this Section 4.2.

Underwriting. In If the event that a registration pursuant to this paragraph 3 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to paragraph 3(a)(iSection 2.2(a)(i). In such event, event the right of any Holder to such registration pursuant to this Section 2.2 shall be conditioned upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities through such underwritingunderwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to the Holders holding a majority in interest of the Initiating Holders, but subject Registrable Securities proposed to be distributed by the Company's reasonable approvalHolders through such underwriting. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may, without requiring any limitation in the number of shares to be registered on behalf of the Company shall so advise (A) in the case of the Company’s initial registered public offering (if such offering is not made pursuant to Section 2.1), exclude from such registration and underwriting some or all holders of Registrable Securities and or (B) in the case of a registered public offering subsequent to the Company’s initial public offering, limit the number of shares of Registrable Securities to be included in such registration and underwriting to not less than twenty-five percent (25%) of the securities included in such registration (based on aggregate market values). The Company shall so advise all Holders distributing their securities through such underwriting of such limitation and the number of shares of securities that may be included in the registration and underwriting shall be allocated (i) first, to the Company, (ii) second, among all Holders thereof (except those Holders who have indicated Holders, other than the Founders and the Section 2.6(a) Parties, in proportion, as nearly as practicable, to the Company their decision not to distribute any respective amounts of their Registrable Securities through requested to be included by such underwritingHolders at the time of filing the registration statement, (iii) third, to the Founders and the Section 2.6(a) Parties in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, providedand (iv) fourth, however, that among Other Stockholders in proportion to the number of shares of Registrable Securities proposed to be included in such underwriting registration by such Other Stockholders. No shares proposed to be included in **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. such registration by any of the Other Stockholders shall not be reduced included in such registration unless all other securities shares requested to be included by the Holders are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant to this paragraph 3 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to paragraph 3(a)(iSection 2.2(a)(i). In such event, the right of any Holder to such registration pursuant to this Section 2.2 shall be conditioned upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company All Holders proposing to distribute their securities through such underwriting shall (together with all Holders proposing the Company and the Other Selling Stockholders other holders of securities of the Company with registration rights to distribute participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest representative of the Initiating Holders, but subject to underwriter or underwriters selected by the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises underwriters advise the Initiating Holders Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Company shall so advise all holders be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities and be excluded from such offering unless all other stockholders’ securities have been first excluded. In the number event that the underwriters determine that less than all of shares of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that may be are included in the registration and underwriting such offering shall be allocated apportioned pro rata among all the selling Holders thereof (except those Holders who have indicated to based on the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders at included in the time offering be reduced below twenty-five percent (25%) of filing the total amount of securities included in such offering, unless such offering is the Initial Public Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration statement, provided, however, that and if the number of shares of Registrable Securities to be included in such underwriting shall not be registration was previously reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason as a result of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisionsfactors pursuant to Section 2.2(b), the Company or shall then offer to all persons who have retained the underwriters may round 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 to any Holder to among the nearest 100 shares. If any Holder of Registrable Securities disapproves of persons requesting additional inclusion, in the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may requiremanner set forth above.

Underwriting. In (i) If the event that a registration pursuant to this paragraph 3 is for a registered public Initiating Holders so elect, such offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i). In such event, the right of any Holder to such registration Registrable Securities shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3form of an underwritten offering, and the inclusion of Company shall, if required, amend or supplement the Shelf Registration Statement for such Holder's Registrable Securities in purpose. The Initiating Holders shall have the underwriting right to select the underwriter or underwriters to administer such offering; provided that such underwriter or underwriters shall be reasonably acceptable to the extent requested shall be limited to the extent provided herein. Company. (ii) The Company shall (shall, together with all Holders of Registrable Securities proposing 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 a majority in interest at least seventy-five percent (75%) of the Initiating Holders, but subject Holders and reasonably satisfactory to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 5.2, if the managing underwriter advises shall advise the Initiating Holders in writing Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders Holders of Registrable Securities that have requested to participate in such offering (a “Cutback Notice”), and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among all such Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. . (iii) If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a Holders initiating the registration pursuant request under this Section 2.2 (the “Initiating Holders”) intend to this paragraph 3 is for a registered public offering involving distribute the Class A Registrable Securities covered by their request by means of an underwriting, the Company then they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(ithis Section 2.2 and the Company shall include such information in the written notice referred to in Section 2.2(a). In such event, the right of any Holder to include his, her, or its Class A Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Class A Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Investors holding a majority in interest of the Initiating Holders, but subject to Registrable Securities included in such registration and approved by the Company's reasonable approvalCompany (such approval not be unreasonably withheld). Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the Company shall so advise all holders Holders of Class A Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of Class A Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among all the Holders thereof (except those Holders who have indicated of Class A Registrable Securities on a pro rata basis according to the Company their decision not to distribute any number of their Class A Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities then Outstanding held by such Holders at each Holder requesting registration (including the time of filing the registration statement, Initiating Holders); provided, however, that the number of shares of Class A Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company and any other Holders requesting registration are first entirely excluded from the underwritingunderwriting and registration. No Any Class A Registrable Securities excluded and withdrawn from the such underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from the registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a Holders initiating the registration pursuant request under this Section 5.2 (the "INITIATING HOLDERS") intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company then they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(i)this Section 5.2 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 the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all Holders proposing not be required to distribute their include any securities through of any Holder in such underwriting) enter underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company and enters into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 5.2, if the managing underwriter advises underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, underwritten then the Company shall so advise all holders Holders of Registrable Securities that 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 the Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by such Holders at each Holder requesting registration (including the time of filing the registration statement, 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 to be sold for the account of the Company are first entirely excluded from the underwritingunderwriting and registration. No Any Registrable Securities excluded and withdrawn from the such underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from the registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant to this paragraph 3 of which the Company gives notice is for a registered public offering of securities involving an underwriting, the Company shall so advise each of the Holders of Registrable Securities of the same class of securities that are being registered as a part of the written notice given pursuant to paragraph 3(a)(iSection 2(b)(i)(1). In such event, the right of any Holder each of the Holders to such registration pursuant to this Section 2(b) shall be conditioned upon such Holder's Holders’ participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Holders’ Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company Holders whose Registrable Securities are to be included in such registration shall (together with all Holders proposing to distribute the Company and the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2(b), if the managing representative of the underwriter advises or underwriters determines, based on the Initiating Holders in writing good-faith judgment of the underwriter or underwriters, that marketing factors require a limitation of on the number of shares securities to be underwritten, then the representative of the underwriter or underwriters may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than twenty five percent (25%) of the securities included therein (based on the number of securities, or in the case of PIK Notes, the aggregate principal amount of the securities). The Company shall so advise all holders of Registrable Securities securities requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among all Holders thereof in the following manner: the securities of the Company held by officers, directors and Other Stockholders of the Company (except those Holders other than Registrable Securities and other than securities held by holders who have indicated by contractual right demanded such registration (“Demanding Holders”)) shall be excluded from such registration and underwriting to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held extent required by such Holders at the time of filing the registration statementlimitation, providedand, however, that if a limitation on the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisionsis still required, the Company or the underwriters may round the number of shares allocated that may be included in the registration and underwriting by each of the Holders and Demanding Holders shall be reduced, on a pro rata basis (based on the number of Registrable Securities of the class being registered held by such Holder), by such minimum number of shares as is necessary to any Holder to the nearest 100 sharescomply with such limitation. If any Holder of Registrable Securities the Holders or any officer, director or Other Stockholder disapproves of the terms of the any such underwriting, such person holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. The Any Registrable Securities and/or or other securities so excluded or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant to this paragraph 3 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to paragraph 3(a)(iSection 2.2(a). In such event, event the right of any Holder to such registration pursuant to Section 2.2 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall, together with the Company and Other Holders, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit or eliminate the Registrable Securities and other securities to be included in such registration by Holders and Other Holders. The Company shall so advise all holders of Registrable Securities Holders and Other Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting by all Holders and Other Holders shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportionthem, as nearly as practicable, first, among the Holders in proportion to the respective amounts of Registrable Securities held by such Holders holders at the time of filing of the registration statement, providedand, howeversecond, that among the Other Holders in proportion to the number of shares of Registrable Securities proposed to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting registration by reason of the underwriter's marketing limitation shall be included in such registrationOther Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or Other Holder to the nearest 100 shares. If any Holder of Registrable Securities or Other Holder disapproves of the terms of the any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given their request made pursuant to paragraph 3(a)(i)Section 2.1 hereof and the Company shall include such information in the written notice referred to in Section 2.1(a)(i) above. In such event, the right of any Holder to such registration pursuant to Section 2.1 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3Section 2.1, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.1, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities to be included in such offering. The Company shall so advise all holders Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such . If the underwriter has not limited the number of Registrable Securities shall not to be transferred underwritten, the Company may include securities for its own account or the account of others in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.registration if

Underwriting. In If the event that a Holders initiating the registration pursuant request ------------ under this Section 2.2 ("Initiating Holders") intend to this paragraph 3 is for a registered public offering involving distribute the ------------------ Registrable Securities covered by their request by means of an underwriting, the Company then they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(ithis Section 2.2 and the Company shall include such information in the written notice referred to in subsection 2.2(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest the Holders with the consent of the Initiating HoldersCompany, but subject to the Company's reasonable approvalwhich will not be unreasonably withheld. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter advises underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, underwritten then the Company 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 the Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by such Holders at each Holder requesting registration (including the time of filing the registration statement, 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 underwritingunderwriting and registration. No Any Registrable Securities excluded and withdrawn from the such underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from the registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In The Initiating Holders shall include in their ------------ request made pursuant to Section 2.1 the event name of the managing underwriter ----------- or underwriters, if any, that a the majority in interest of such Initiating Holders propose to underwrite the public offering pursuant to the requested registration. SafeGuard will include these underwriters' names in its written notice to the other Holders pursuant to Section 2.1. If the sale ------------ proposed by the requesting Holders is to be effected pursuant to an Underwritten Public Offering, each Holder's right to registration pursuant to this paragraph 3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i). In such event, the right of any Holder to such registration shall Section 2.1 will be conditioned upon such Holder's on its participation in the underwriting arrangements required by this paragraph 3, ----------- and the inclusion of such Holder's its Registrable Securities in the underwriting to the extent requested shall be limited to (unless otherwise mutually agreed by a majority in interest of the extent provided hereinInitiating Holders and such Holders). The Company SafeGuard shall (together with all Holders proposing to distribute their securities through such underwriting) use its best efforts to enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such the underwriting by a majority in interest the manner set forth above. SafeGuard shall take the actions required for compliance with the terms and obligations of the Initiating Holdersunderwriting agreement, but and shall furnish the underwriters and their respective representatives reasonable and sufficient access to all information requested for their "due diligence" review of SafeGuard and its operations, subject to the Company's reasonable approvalterms of any letter of intent, confidentiality or other agreement between SafeGuard and the underwriter(s). Notwithstanding any other provision provisions of this paragraph 3Section 2.1, if if, in connection with ------------ an Underwritten Public Offering, the managing underwriter advises SafeGuard or the Initiating Holders in writing that marketing factors require a limitation of that the number of shares to be underwrittenunderwritten be limited, then the Company Initiating Holders shall so advise all holders of Registrable Securities SafeGuard (or vice versa) and Holders with shares that would otherwise be registered and underwritten pursuant to this Agreement, and the number of shares of Registrable Securities that may to be included in the registration and underwriting shall will be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities were proposed to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingsold by Holders. No The Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall will not be included in such the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Any Holder to the nearest 100 shares. If any Holder of Registrable Securities that disapproves of the terms of the underwriting, such person an Underwritten Public Offering may elect to withdraw therefrom by written notice to the CompanySafeGuard, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall will also be withdrawn from registration; provided, and such however, if by the withdrawal of the Registrable -------- ------- Securities a greater number of Registrable Securities shall not held by other Holders may be transferred included in a public distribution prior such Underwritten Public Offering (subject to 90 days after any limitation imposed by the effective date of such registrationunderwriters), or such other shorter period of time as the underwriters may require.requesting Holders will offer to all Holders who have included Registrable Securities in the registration the right to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 2(b). -------------

Underwriting. In the event that a registration pursuant to this paragraph 3 ------------ Section 6.1 is for a registered public offering involving an underwriting, the Company shall so advise the Warrant Holders as part of the notice given pursuant to paragraph 3(a)(iSection 6.1(a)(i). In such event, the The right of any Warrant Holder to such registration pursuant to Section 6.1 shall be conditioned upon such Warrant Holder's participation in the underwriting arrangements required by this paragraph 3, Section 6.1 and the inclusion of such Warrant Holder's Registrable Securities in the underwriting underwriting, to the extent requested shall be limited requested, to the extent provided hereinin this Agreement. The Company shall (together with all Warrant Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject Warrant Holders (which managing underwriter shall be reasonably acceptable to the Company's reasonable approval). Notwithstanding any other provision of this paragraph 3Section 6.1, if the managing underwriter advises the Initiating Warrant Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders Warrant Holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all Warrant Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Warrant Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Warrant Holder to the nearest 100 shares. If any Warrant Holder of holding Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating HoldersWarrant Holders initiating the request under this Section 6.1. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant to Registration Statement under which ------------ ViroPharma gives notice under this paragraph 3 Section 8.1 is for a registered public offering involving an underwritingunderwritten offering, the Company ViroPharma shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i)Registrable Securities. In such event, the right of any such Holder to such be included in a registration pursuant to this Section 8.1. shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form form, reasonably acceptable to such Holder, with the managing underwriter or underwriters selected for such underwriting by a majority in interest of ViroPharma, including the Initiating Holders, but subject to the Company's reasonable approvalindemnification provisions thereof. Notwithstanding any other provision of this paragraph 3the Agreement, if the managing underwriter advises the Initiating Holders determines in writing good faith that marketing factors require a limitation of the total number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration underwriting by the Holders may be reduced in the manner contemplated by that certain Investors' Rights Agreement dated as of May 30, 1996 among ViroPharma and underwriting the other signatories thereto (the "Investors' Rights Agreement"); provided that, in connection with such underwritten offering and upon the request of the Holders, ViroPharma shall be allocated among all Holders thereof (except those Holders who have indicated use its reasonable efforts to acquire waivers of the rights granted under Section 1.6 of the Investors' Rights Agreement to the Company their decision not to distribute any of their Registrable Securities through such underwritingKey Employees and Founders (as each is defined in the Investors' Rights Agreement) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, extent that the number absence of such waivers would adversely effect the ability of the Holders to include their shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant to this paragraph 3 of which Parent gives notice is for a registered public offering involving an underwriting, the Company Parent shall so advise the Holders Pipeline Stockholders as a part of the written notice given pursuant to paragraph 3(a)(iSection 2.6(a)(i). In All Pipeline Stockholders proposing to distribute their securities through such event, the right of any Holder to such registration shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all Holders proposing to distribute Parent and any other Parent stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of Parent (or by the Initiating Holders, but subject to the Company's reasonable approvalholders who have demanded such registration). Notwithstanding any other provision of this paragraph 3, if If the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter must first exclude from the registration and underwriting all shares of Parent Common Stock held by stockholders other than the Pipeline Stockholders. NOTWITHSTANDING THE PRECEDING SENTENCE, if the registration and underwriting were initiated pursuant to Section 2.5 hereof, then the managing underwriter must exclude from such registration and underwriting: (i) first, up to all shares of Parent Common Stock held by stockholders other than the Company shall so advise Shareholders and the Pipeline Stockholders; and (ii) next, and only if all holders shares excludable pursuant to subsection (i) above have been excluded, up to all shares of Registrable Securities and Parent Common Stock held by the Pipeline Stockholders. Subject to the requirements in the preceding two sentences, the managing underwriter may limit the number of shares of Registrable Pipeline Securities that may to be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities Pipeline Stockholder or other holder disapproves of the terms of the any such underwriting, such person he or she may elect to withdraw therefrom by written notice to the Company, Parent and the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities and/or other Any securities so excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 ninety (90) days after the effective date of such the registration statement relating thereto and Parent shall allow other participating Pipeline Stockholders to increase the number of securities to be included in the registration, on a pro rata basis up to the aggregate amount of securities so excluded or such other shorter period of time as the underwriters may requirewithdrawn.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this paragraph 3 is for a registered public offering involving distribute ------------ the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given their request made pursuant to paragraph 3(a)(ithis Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a)(i). In such event, the underwriter shall be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. The right of any Holder to such registration pursuant to this Section 1.2 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to (unless otherwise mutually agreed by a majority in interest of the extent requested shall be limited Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approvalor underwriters. Notwithstanding any other provision of this paragraph 3Section 1.2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Initiating Holders shall so advise all holders of Registrable Securities Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesHolders. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Any Registrable Securities and/or other securities so which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant Requesting Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company then they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(i)this Section 2.2, and the Company shall include such information in the written notice referred to in Section 2.2(b) hereof. In such event, the The right of any Holder to such registration pursuant to this Section 2.2 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited and to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters of recognized national standing, selected for such underwriting by a majority in interest of the Initiating Holders, but subject Requesting Holders and reasonably acceptable to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter representative advises the Initiating Requesting Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Company Requesting Holders shall so advise all holders of Registrable Securities Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, then such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Requesting Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, and however, that, if, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities shall not held by other Holders may be transferred included in a public distribution prior such registration (up to 90 days after the effective date maximum of such registration, or such other shorter period of time as the underwriters may require.any limitation imposed by 6

Underwriting. In (a) The Shareholders, on not more than one occasion during the event that a registration pursuant one year period(s) described in Section 3.1, shall have the right to this paragraph 3 is for a registered public offering involving distribute all, but not less than all, of the Registrable Securities owned by them which are covered by the Shelf Registration Statement by means of an underwritingunderwritten offering. If the Shareholders desire to sell their Registrable Securities by means of an underwritten offering, the Company they shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i). In such event, the right of any Holder to such registration shall be conditioned upon such Holder's participation in the underwriting arrangements required Company by this paragraph 3written notice, and the inclusion Company shall select an underwriter or representative of such Holder's underwriters reasonably acceptable to the Shareholders. (b) If the Shareholders propose to sell their Registrable Securities in an underwritten offering pursuant to Section 3.3(a), and the underwriting to underwriter of such offering shall inform the extent requested shall be limited to Company that the extent provided herein. The Company shall (together with inclusion of all Holders proposing to distribute their securities through or a specified number of such underwritingRegistrable Securities) enter into an underwriting agreement in customary form would interfere with the managing underwriter selected for successful marketing or pricing of such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwrittenRegistrable Securities, then the Company shall so advise all holders of Registrable Securities and reduce the number of shares of each Shareholder's Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated such offering pro rata to the Company their decision not extent necessary to distribute any of their Registrable Securities through eliminate such underwriting) in proportion, as nearly as practicable, to effect. In the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, event that the number of shares Registrable Securities included in such underwritten offering is reduced below 75% of the Registrable Securities initially included in such offering, then such offering shall not be deemed to have satisfied the requirement for the one underwritten offering to which the Shareholders are entitled under paragraph (a) above. (c) The Company shall file such amendments and supplements to the Shelf Registration Statement as it deems necessary and use its reasonable efforts to cause such underwritten offering to comply with all applicable rules and regulations of the Commission. In addition, the Company shall assist the Shareholders in marketing the Registrable Securities to be included sold pursuant to such underwritten offering, including by participating in such underwriting shall not be reduced unless "road shows" and similar marketing efforts as reasonably requested by the Shareholders or the underwriters, subject in all other securities are first entirely excluded from events to the underwritingreasonable availability of the Company's officers and personnel. No Shareholder may participate in any underwritten offering hereunder unless such Shareholder (A) agrees to sell such Shareholder's Registrable Securities excluded from on the basis provided in customary underwriting by reason of the underwriter's marketing limitation shall be included arrangements entered into in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter connection therewith and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, (B) completes and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.executes

Underwriting. In the event that a registration If, pursuant to this paragraph 3 is for a registered public offering involving Section 1.4(a), the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, the Company they shall so advise the Holders Company as part of the notice given pursuant to paragraph 3(a)(i). In such event, the right of any Holder to such registration shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3their request, and the inclusion of Company shall include such Holder's Registrable Securities information in the underwriting written notice sent to all other Holders. The underwriter(s) will be selected by the extent requested Company and shall be limited reasonably acceptable to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders. Unless otherwise agreed by such underwriters and the Company, but subject no person may participate in any registration under this Agreement that is underwritten unless such person (i) agrees to sell such person’s securities on the basis provided in the proposed underwriting arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents required under the terms of such underwriting arrangements; provided that no Holder shall be required to make any representations or warranties to the Company's reasonable approvalCompany or the underwriters other than representations and warranties regarding such Holder and such Holder’s intended method of distribution. Notwithstanding any other provision of this paragraph 3Section 1.4, if the managing underwriter representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Company shall so advise all holders Holders of Registrable Securities which would otherwise be underwritten pursuant to this Agreement, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, ) to the respective amounts number of Registrable Securities held requested by such Holders at or in such other proportions as shall be mutually agreed in writing by all such Holders to be included in the time of filing the registration statement, registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company (whether to be sold by the Company or by stockholders who are not Holders) that are not Registrable Securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such and registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. In If the event that a registration pursuant Requesting Holders intend to this paragraph 3 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, the Company then they shall so advise the Holders Company as a part of the notice given their request made pursuant to paragraph 3(a)(i)this Section 2.2, and the Company shall include such information in the written notice referred to in Section 2.2(b) hereof. In such event, the The right of any Holder to such registration pursuant to this Section 2.2 shall be conditioned upon such Holder's participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited and to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters of recognized national standing, selected for such underwriting by a majority in interest of the Initiating Holders, but subject Requesting Holders and reasonably acceptable to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3Section 2.2, if the managing underwriter representative advises the Initiating Requesting Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Company Requesting Holders shall so advise all holders of Registrable Securities Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwritingRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, then such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Requesting 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), 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 to determine the underwriter limitation in this Section 2.2(c). If the underwriter has not limited the number of Registrable Securities to be underwritten, then the Company and its executive officers, and such other Persons as are determined by the Board of Directors, their successors, and their assigns ("Other Selling Stockholders"), may include securities for their own account in such registration if the underwriter so agrees and if the number of Registrable Securities held by the Holders that would otherwise have been included in such registration and underwriting will not thereby be limited for any reason, including but not limited to the price for which the Registrable Securities will be sold. To the extent that the underwriter wishes to limit the number of shares to be included in the registration on behalf of the Company and the Other Selling Stockholders, the shares of Common Stock to be registered held by the Other Selling Stockholders shall not be transferred in a public distribution excluded from such offering prior to 90 days after excluding any shares held by the effective date of such registration, or such other shorter period of time as Company and those held by the underwriters may requireCompany shall be excluded prior to excluding any Registrable Securities held by the Holders.

Underwriting. In the event that If a registration pursuant to statement under which the Company gives notice under this paragraph 3 Section 4 is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i)Registrable Securities. In such event, the right of any Holder such Holder’s Registrable Securities to such be included in a registration pursuant to this Section 4 shall be conditioned conditional upon such Holder's ’s participation in the such underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall (together with all All Holders proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but (subject to the Company's reasonable approvalSection 10 of this Schedule 2, including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this paragraph 3Agreement, if the managing underwriter advises the Initiating Holders underwriter(s) determine(s) in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders managing underwriter(s) may exclude shares (including up to one hundred percent (100%) of the Registrable Securities for an IPO and up to seventy percent (70%) of the Registrable Securities thereafter) from the registration and the underwriting, and the number of shares of Registrable Securities that may be included in the registration and the underwriting shall be allocated among all Holders thereof (except those Holders who have indicated allocated, first to the Company their decision not Company, second, to distribute any each of the Holders requesting inclusion of their Registrable Securities through in such underwriting) in proportion, as nearly as practicable, to registration statement on a pro rata basis based on the respective amounts total number of Registrable Securities then held by each such Holders at Holder; and third, to holders of other Securities of the time of filing the registration statement, Company provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of shares of Registrable Securities to be included in any such underwriting registration after an IPO is not reduced below thirty percent (30%) of the aggregate number of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other person, including, without limitation, the Founders and any other person who is an employee, officer, consultant or director of the Company (or any Subsidiary of the Company) shall not first be reduced unless all other securities are first entirely excluded from the underwriting. No such registration and underwriting before any Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesare so excluded. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registrationunderwriter(s), and such Registrable Securities shall not be transferred in a public distribution delivered at least ten (10) days prior to 90 days after the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such other shorter period partners and retired partners and any trusts for the benefit of time any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are Associates 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 the underwriters may requiredefined in this sentence.