Common use of Underwriting Clause in Contracts

Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holders. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the 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 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 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 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, including securities for the Company’s account (i.e., primary 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 or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant the Initiating Holders intend to this Section 2.2 is for a registered public offering involving distribute the Registrable Securities by means of an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, 2.1(a) hereof that the right of any Holder to registration pursuant to this Section 2.2 2.1 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.22.1, and the inclusion of such Holder’s Registrable Securities in the underwriting underwriting, to the extent requested requested, shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, 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 Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holdersto be registered. Notwithstanding any other provision of this Section 2.22.1, if the managing underwriter advises the Company in writing determines 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 registration to an amount no less than thirty percent (30%) of the Registrable Securities requested to be registered by the Holders. The securities held and requested to be included in such underwriting by the Company’s directors, officers, employees, consultants and other shareholders shall be reduced completely before any reduction is made to the Registrable Securities held by the Holders. The Company shall so advise all Holders of Registrable Securities requesting to be included in the registration and underwriting, and the number of shares of Registrable Securities that the managing underwriter determines may be included in the registration and underwriting shall be allocated among all the Holders thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders them at the time of filing the registration 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, including securities for the Company’s account (i.e., primary 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 registrationstatement. 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 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 2.1 shall be conditioned upon such Holder’s participation in the an underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, shall (together with all Participating Holders, 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 the Company and Company, which underwriters are reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders. Notwithstanding any other provision of this Section 2.22.1, if the managing underwriter advises underwriters advise the Company Initiating Holders in writing that marketing factors require a limitation of on the number of shares Registrable Securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be allocated among all Holders thereof requesting to include Registrable Securities in proportion, as nearly as practicable, to such registration statement based on the respective amounts pro rata percentage of Registrable Securities that each such Holder has requested be included in such registration statement. In no event shall the number of Registrable Securities underwritten in such registration be limited unless and until all Registrable Securities held by persons other than Holders, including the Company, are completely excluded from such Holders at offering. If a person who has requested inclusion in such registration as provided above does not agree to the time terms of filing any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If Registrable Securities are so withdrawn from the registration 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 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, including securities for the Company’s account (i.e., primary sharesas a result of marketing factors pursuant to this Section 2.1(e), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, 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. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right Holders who have retained rights to include securities in the registration the right to include additional securities Registrable Securities in the registrationregistration in an aggregate amount equal to the number of Registrable Securities so withdrawn, with such shares being Registrable Securities to be allocated among all such Participating Holders in proportionrequesting additional inclusion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementset forth above.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this Section 2.2 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 Section 2.2(asubsection 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 registration pursuant to this Section 2.2 subsection 1.2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, 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, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersor underwriters. Notwithstanding any other provision of this Section 2.2subsection 1.2, if the managing underwriter advises the Company 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 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 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 registrationHolders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary 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 or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If reasonably required to maintain an orderly market in the event that a registration Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of an underwriting, they shall so advise the Company as part of their demand made pursuant to this Section 2.2 is for a registered public offering involving an underwriting1.2, including the identity of the managing underwriter, and the Company shall so advise include such information in the Holders as part of the written notice given pursuant referred to in Section 2.2(a1.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 1.2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holdersholders 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-interest of the Company Initiating Holders and reasonably acceptable satisfactory to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company. Notwithstanding any other provision of this Section 2.21.2, if the managing underwriter advises shall advise the Company in writing 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 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 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 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, including securities for the Company’s account (i.e., primary shares), 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 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 not 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 require. If shares are withdrawn from registrationunderwritten, the Company shall offer to all persons retaining the right to may include securities for its own account (or for the account of other stockholders) in such registration if the registration underwriter so agrees and if the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by such Participating Holders at the time of filing the registration statementwould not thereby be limited.

Underwriting. In If reasonably required to maintain an orderly market in the event that a registration Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of an underwriting, they shall so advise the Company as part of their demand made pursuant to this Section 2.2 is for a registered public offering involving an underwriting2.2, including the identity of the managing underwriter, and the Company shall so advise include such information in the Holders as part of the written notice given pursuant referred to in Section 2.2(a2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holdersholders 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-interest of the Company Initiating Holders and reasonably acceptable satisfactory to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises shall advise the Company in writing 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 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 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 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, including securities for the Company’s account (i.e., primary shares), 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 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 not 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 require. If shares are withdrawn from registrationunderwritten, the Company shall offer to all persons retaining the right to may include securities for its own account (or for the account of other stockholders) in such registration if the registration underwriter so agrees and if the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by such Participating Holders at the time of filing the registration statementwould not thereby be limited.

Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Purchasers as a part of the written notice given pursuant to Section 2.2(a2(a)(i). In such event, the right of any Holder Purchaser to registration pursuant to this Section 2.2 2 shall be conditioned upon such HolderPurchaser’s participation in the underwriting arrangements required by this Section 2.2such 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, All Purchasers proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other Purchasers distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.22, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to those holders of registration rights under agreements relating thereto in existence immediately prior to the date hereof; third, to Purchasers of Registrable Securities who possess registration rights pursuant to this Agreement; and third, to any stockholder of the Company (other than a Purchaser and other than a stockholder holding registration rights under agreements relating thereto in existence immediately prior to the date hereof). The Company shall so advise all Holders of Registrable Securities Purchasers requesting to be included in the registration and underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof the Purchasers requesting to be included in the registration and 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 or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed sought 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, including securities for the Company’s account (i.e., primary 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 registrationthem. 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 Purchaser to the nearest 100 shares. If any Holder of Registrable Securities Purchaser disapproves of the terms of the any such underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company. For any Purchaser which is a partnership or corporation, the managing underwriter partners, retired partners 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 shareholders of such registrationPurchaser, 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 “Purchasers,” and any pro rata reduction with respect to such “Purchasers” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Purchasers,” as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities defined in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementthis sentence.

Underwriting. In the event that of a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting5.1, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, 5.1(a)(i) that the right of any Holder to registration pursuant to this Section 2.2 5.1 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.25.1, 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 Participating HoldersHolders 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.25.1, if the managing underwriter advises the Company 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 requesting to be included in the registration and underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders them at the time of filing the registration 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; statement, provided, however, that in the event of such limitation on the number of shares to be underwritten, then no shares of Founder's Stock shall be included unless all shares of Registrable Securities held requested by the Holders other than the Founders, including any shares issued in respect thereof upon conversion or otherwise, to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingso included. 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 Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If the event that a registration pursuant to this Section 2.2 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 Section 2.2(a)Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.2 2.3 shall be conditioned upon such Holder’s participation in such underwriting on the underwriting arrangements required terms and conditions agreed by this Section 2.2, the Company and the underwriters and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested the underwriters determine in good faith will not jeopardize the success of the offering by the Company. All Holders proposing to distribute their Registrable Securities through such underwriting shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, 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 acceptable to Initiating Holders holding approved by a majority in interest of the Holders participating in such registration pursuant to this Section 2.3. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Holders’ title to Registrable Securities held and any written information provided by all Initiating Holdersthe Holder to the Company expressly for inclusion in the related registration statement. Notwithstanding any other provision of this Section 2.2Agreement, if the a managing underwriter advises the Company determines in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company number of shares that may be excluded from the underwriting shall so advise all be first allocated fully among Holders of Registrable Securities 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 shares of Registrable Securities that may 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 in proportion, as nearly as practicable, to of the respective amounts of Registrable Securities held by such of the Holders at may be excluded in accordance with the time immediately preceding sentence. In no event will shares of filing the registration statement or any stockholder (other than a Holder) be included in such other manner as shall registration which would reduce the number of shares which may be agreed to included by Holders without the Company and written consent of Holders of at least a majority of the Registrable Securities proposed to be included sold 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, including securities for the Company’s account (i.e., primary 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 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 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 such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing 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 partners and retired partners and any trusts for the benefit of any of the foregoing Persons shall be deemed to be a single Holder, and any pro rata reduction with respect to such Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Holder, as defined in this sentence.

Underwriting. In the event that a registration pursuant to this Section 2.2 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a1.2(a)(i). In such event, the right of any Holder to participate in such registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.21.2, 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 Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.21.2, if the managing underwriter advises the Company 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 participating 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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 Holder person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities 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 ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registrationthe underwriter has not limited the number of Registrable Securities to be underwritten, the Company shall offer to all persons retaining the right to may include securities for its own account (or for the account of other purchasers) in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.such

Underwriting. In the event that a registration ------------ pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 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 Participating Holders, 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 pursuant to the Company and reasonably acceptable to Initiating Holders holding a majority final paragraph of Registrable Securities held by all Initiating Holdersthis Section 2.2(b). Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company 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 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 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, including securities for the Company’s account (i.e., primary shares), 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 shares. If any Holder or Holders of Registrable Securities disapproves of the terms of the underwriting, such Holder or Holders 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. If shares are withdrawn from registrationIn the event that the Initiating Holders exercise their registration rights pursuant to Section 2.2 hereof, the Company such Initiating Holders shall offer to all persons retaining have the right to include securities in select the registration the right managing underwriter with respect to include additional securities in the such registration; provided, with however, that such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, managing underwriter shall be of recognized national standing and shall be reasonably acceptable to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementCompany.

Underwriting. In the event that a registration pursuant to this Section 2.2 1.3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part by promptly giving written notice of the notice given pursuant proposed registration to Section 2.2(a)all other Holders. In such event, the right of any Holder to participate in such registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.21.3, 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 Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, as applicable, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.21.3, if the managing underwriter advises the Company Initiating Holders, in writing that that, in its good faith judgment, marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all participating 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate If the allocation underwriter has not limited the number of shares in accordance with the above provisionsRegistrable Securities to be underwritten, the Company may include securities for its own account (or for the underwriters may round account of other shareholders) in such registration if the underwriter so agrees and if the number of shares allocated Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited. If the number of Registrable Securities excluded from the underwriting exceeds fifty percent (50%) of the total Registrable Securities requested to any Holder be included in such underwriting by the Holders, then Holders of a majority of the Registrable Securities requested to be included in such underwriting may elect to terminate the nearest 100 sharesregistration and underwriting and such terminated registration shall not count as a registration effected under this Section 1.3. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If the event that a registration pursuant to this Section 2.2 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 Section 2.2(a8.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 8.3 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, 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, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and Company, which underwriters shall be reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all Initiating the participating Holders. Notwithstanding any other provision of this Section 2.28.3, if the managing underwriter advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, then 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. The Company shall so advise all Holders holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by Other Stockholders (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 of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof 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 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, including securities for the Company’s account (i.e., primary 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 or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by which each Holder had requested to be included in such Participating Holders registration at the time of filing and which have not already been included in the registration statement; provided, however, that, except with respect to the initial public offering of the Company's securities, the number of shares of Registrable Securities included in the registration shall not constitute less than 30% of the total securities included in the offering. If any Holder of Registrable Securities or any Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. In At the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part request of the notice given pursuant Initiating Purchasers (with respect to Section 2.2(a)a Request For Registration by the Initiating Purchasers) or the Initiating Preference Holders (with respect to a Request For Registration by the Initiating Preference Holders) the distribution of the Registrable Securities covered by a Request For Registration shall be effected by means of a firm commitment underwriting. In such event, the The right of any Purchaser and Preference Holder to registration pursuant to this Section 2.2 2.1 shall be conditioned upon such Holder’s Person's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Person's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shallCompany, together with all Participating HoldersHolders proposing to distribute their securities through such underwriting, shall enter into an underwriting agreement in customary form with the managing underwriter underwriter(s) selected for such underwriting by the Company and Initiating Purchasers (in the case of a Request For Registration by the Initiating Purchasers) or the Initiating Preference Holders (in the case of a Request For Registration by the Initiating Preference Holders) which underwriter(s) shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company; provided, however, that no Participating Holder shall be required to make any representations or warranties concerning the Company or its business, properties, prospects, financial condition or related matters. Notwithstanding any other provision of this Section 2.22.1, if the managing underwriter underwriter(s) advises the Company and the Participating Holders in writing that because the number of shares requested by the Participating Holders to be included in the registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Initiating Purchasers (in the case of a Request For Registration by the Initiating Purchasers) or the Initiating Preference Holders (in the case of a Request For Registration by the Initiating Preference Holders) or that marketing factors require a limitation of the number of shares to be underwrittenunderwritten on behalf of the Participating Holders (the "DEMAND REGISTRATION CUTBACK"), then the Company shall include in such registration, to the extent of the number which the Company is so advise advised by the managing underwriter(s) can be sold in (or during the time of) such offering without such interference or affect on the price or sale of, first, all Holders Registrable Securities requested to be included by the Participating Holders, pro rata with respect to the number of Registrable Securities requested to be registered, and second, the number of shares of Registrable Securities that may securities proposed to be included in the registration and underwriting shall be allocated among all Holders thereof 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 or in such other manner as shall be agreed to sold 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, including securities for the Company’s account (i.e., primary 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 or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesits own account. If any Participating Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder Person may elect to withdraw therefrom by written notice to the Company, Company (who shall thereafter promptly give notice to the other Participating Holders) and the managing underwriter and the Initiating Holdersunderwriter(s). 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 shall not a greater number of Registrable Securities held by the other holders of Registrable Securities participating in such registration may be transferred included in a public distribution prior such registration (up to 90 days after the effective date maximum of such registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right to include securities in the registration Participating Holders the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, to determining the respective amounts underwriter limitation in the final sentence of Registrable Securities held by such Participating Holders at the time of filing the registration statementimmediately preceding paragraph.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this Section 2.2 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 Section 2.2(aSECTION 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 pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, 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, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriter. Notwithstanding any other provision of this Section 2.2SECTION 5.1, if the managing underwriter advises the Company 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 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 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 or in such other manner as shall be agreed to by statement. Neither the Company and nor any other holders of Company securities may participate in the proposed offering if any Holders of a majority of the Registrable Securities proposed have been cut back pursuant 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, including securities for the Company’s account (i.e., primary sharesthis SECTION 5.1(ii), 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 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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 to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, subject to the respective amounts terms of Registrable Securities held by such Participating Holders at the time of filing the registration statementthis Agreement including SECTION 6 hereof.

Underwriting. In the event that a registration pursuant to this Section 2.2 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 Section 2.2(a3.1(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 3.1 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.23.1, 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, shall (together with all Participating Holders, 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 Initiating Holders holding a majority of Registrable Securities held by all Initiating such Holders. Notwithstanding any other provision of this Section 2.23.1, if the managing underwriter advises the Company 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 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the such underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If the event that a registration pursuant Holders intend to this Section 2.2 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 and the Company shall include such information in its written notice given pursuant to Section 2.2(a)the other Holders. In such event, the The right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, 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 Participating Holders, 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 and reasonably acceptable to Initiating Holders holding of a majority of the Registrable Securities held proposed by all Initiating Holderssuch Holders to be distributed through such underwriting. Notwithstanding any other provision of this Section 2.2Section, if the managing underwriter advises the Company 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 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 registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held originally requested by such Holders at the time of filing the registration 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingregistration statement. 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 If the allocation managing underwriter has not limited the number of shares Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in accordance with such registration if the above provisionsunderwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited, and provided that the Company or the underwriters may round other selling stockholders shall bear an equitable share of the number of shares allocated to any Holder to the nearest 100 sharesRegistration Expenses in connection with such registration and underwriting. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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 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 registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, determining the underwriter limitation in this Section. If the registration does not become effective due to the respective amounts withdrawal of Registrable Securities held by such Participating Securities, then either (1) the Holders at requesting registration shall reimburse the time Company for expenses incurred in complying with the request or (2) the aborted registration shall be treated as effected for purposes of filing the registration statementSection 5(a)(C).

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this Section 2.2 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 and the Company shall include such information in the written notice given pursuant referred to in Section 2.2(a2(a). In such event, the The right of any Holder to registration pursuant to this Section 2.2 2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities to be registered 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. A Holder may elect to include in such underwriting all or a part of the Registrable Securities such Holder holds. The Company shall, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriter. Notwithstanding any other provision of this Section 2.22, if the managing underwriter advises the Company 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 2(a), 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 persons or entities requesting inclusion in the registration as follows: (A) all securities proposed to be offered by any holder other than the Holders or the Company for its own account shall be excluded before any Registrable Securities or securities to be offered for the account of the Company are excluded; (B) Registrable Securities (allocated among all Holders requesting inclusion thereof in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held proposed to be registered by such Holders at the time of filing the registration statement or in such other manner as statement) shall be agreed excluded before securities to by be offered for the account of the Company are excluded; and Holders of a majority of the (C) if, after all Registrable Securities proposed to be included in such registration; providedhave been excluded, howeveradditional limitations are required, that then the number of shares of Registrable Securities securities to be included in such underwriting shall not be reduced unless all other securities, including securities offered for the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation Company 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 sharesexcluded. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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 shall not a greater number of Registrable Securities 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 registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, to determining the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementunderwriter limitation in this Section 2(b).

Underwriting. In the event that a registration pursuant to this Section 2.2 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 Section 2.2(a1.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, 1.5 and the inclusion of such Holder’s Registrable Securities in the underwriting underwriting, to the extent requested shall be limited to the extent and provided herein. The Company shall, shall (together with all Participating Holders, 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 Company and Initiating Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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 Holder 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 require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementpublic offering.

Underwriting. In If reasonably required to maintain an orderly ------------ market in the event that a registration Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of an underwriting, they shall so advise the Company as part of their demand made pursuant to this Section 2.2 is for a registered public offering involving an underwriting2.2, including the identity of the managing underwriter; and the Company shall so advise include such information in the Holders as part of the written notice given pursuant referred to in Section 2.2(a2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, 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 Participating Holdersholders 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-interest of the Company Initiating Holders and reasonably acceptable satisfactory to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises shall advise the Company in writing 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 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 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 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, including securities for the Company’s account (i.e., primary shares), 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 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 not 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 require. If shares are withdrawn from registrationunderwritten, the Company shall offer to all persons retaining the right to may include securities for its own account (or for the account of other stockholders) in such registration if the registration underwriter so agrees and if the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by such Participating Holders at the time of filing the registration statementwould not thereby be limited.

Underwriting. In the event that a registration pursuant to this Section 2.2 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 Section 2.2(a2.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 2.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.22.5, 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, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.22.5, if the managing underwriter advises the Company 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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. 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 Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this Section 2.2 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 Section 2.2(aSubsection 2.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 Subsection 2.5 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, Subsection 2.5 and the inclusion of such Holder’s Registrable Securities in the underwriting underwriting, to the extent requested shall be limited to the extent and provided herein. The Company shall, shall (together with all Participating Holders, 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 Company and Initiating Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.2Subsection 2.5, if the managing underwriter advises the Company 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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 Holder 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 require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementpublic offering.

Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a1.2(a)(i) or 1.2(b)(i). In such event, the right of any Holder to participate in such registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.21.2, 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 Participating Holders, 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 Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all or Initiating Series C Holders, as applicable, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.21.2, if the managing underwriter advises the Company Initiating Holders or Initiating Series C Holders, as applicable, in writing that that, in its good faith judgment, marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all participating 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate If the allocation underwriter has not limited the number of shares in accordance with the above provisionsRegistrable Securities to be underwritten, the Company may include securities for its own account (or for the underwriters may round account of other shareholders) in such registration if the underwriter so agrees and if the number of shares allocated Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited. If the number of Registrable Securities excluded from the underwriting exceeds fifty percent (50%) of the total Registrable Securities requested to any Holder be included in such underwriting by the Holders, then Holders of a majority of the Registrable Securities requested to be included in such underwriting may elect to terminate the nearest 100 sharesregistration and underwriting and such terminated registration shall not count as a registration effected under this Section 1.2. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders or Initiating Series C 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementapplicable.

Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 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 Section 2.2(al.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 1.5 and the inclusion of such Holder’s '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, shall (together with all Participating Holders, 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 Company and Initiating Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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 Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this Section 2.2 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a1.2(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 1.2 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 1.2 and the inclusion of such Holder’s 's Registrable Securities in the underwriting underwriting, to the extent requested shall be limited requested, to the extent provided herein. Notwithstanding the foregoing, the Initiating Holders seeking registration may (i) determine whether or not an offering pursuant to this section will be underwritten and (ii) if underwritten, who the managing underwriter will be. The Company shall, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holders. Notwithstanding any other provision of this Section 2.21.2, if the managing underwriter advises the Company 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 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 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 registrationstatement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), 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 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If the event that a registration pursuant to this Section 2.2 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 Section 2.2(a7.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 7.3 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, 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, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and Company, which underwriters shall be reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all Initiating the participating Holders. Notwithstanding any other provision of this Section 2.27.3, if the managing underwriter advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, then 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. The Company shall so advise all Holders holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by Other Stockholders (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 of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof 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 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, including securities for the Company’s account (i.e., primary 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 or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by which each Holder had requested to be included in such Participating Holders registration at the time of filing and which have not already been included in the registration statement; provided, however, that, except with respect to the initial public offering of the Company's securities, the number of shares of Registrable Securities included in the registration shall not constitute less than 30% of the total securities included in the offering. If any Holder of Registrable Securities or any Other Stockholder disapprove of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. In If the event that a registration pursuant Holders intend to this Section 2.2 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 and the Company shall include such information in its written notice given pursuant to Section 2.2(a)the other Holders. In such event, the The right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding of a majority of the Registrable Securities held proposed by all Initiating Holderssuch Holders to be distributed through such underwriting. Notwithstanding any other provision of this Section 2.2Section, if the managing underwriter advises the Company 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 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 registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held originally requested by such Holders at the time of filing the registration 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 registrationthe 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, including securities for of the Company’s account (i.e., primary shares), Company are first entirely excluded from the underwritingunderwriting and registration. 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 Holder 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 shall not a greater number of Registrable Securities 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 registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, determining the underwriter limitation in this Section. If the registration does not become effective due to the respective amounts withdrawal of Registrable Securities held by such Participating Securities, then either (1) the withdrawing Holders at requesting registration shall reimburse the time Company for expenses incurred in complying with the request or (2) the aborted registration shall be treated as effected for purposes of filing the registration statementSection 5(a)(D).

Underwriting. In the event that a registration pursuant to this Section 2.2 is BALAH, BAII, BANZHI and Vodafone shall include in each of their respective requests for a registered any underwritten public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given made pursuant to Section 2.2(a)7.1.1 the name of the managing underwriter or underwriters that the requesting parties propose to employ in connection with the public offering proposed to be made pursuant to the registration requested. In The Corporation shall include in the written notice referred to in Section 7.1.1 the name or names of such eventunderwriter or underwriters to be employed. If any sale proposed pursuant to Section 7.1.1 is to be effected pursuant to an underwritten public offering, the right of any Holder Registration Rightsholder to registration pursuant to this Section 2.2 7.1 shall be conditioned upon such Holder’s Registration Rightsholder's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registration Rightsholder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, Corporation shall (together with all Participating Holders, Registration Rightsholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (which form must be reasonably acceptable to the Shareholders requesting such registration) with the managing underwriter or underwriters selected for such underwriting by in the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersmanner set forth above. Notwithstanding any other provision provisions of this Section 2.27.1, if the managing underwriter advises the Company Corporation in writing that marketing factors require a limitation of the number of shares Registrable Securities to be underwritten, then the Company Corporation shall so advise all Holders beneficial owners of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all Holders thereof the Shareholders requesting such registration in proportion, as nearly as practicablepractical, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities that were proposed to be included in sold by such registration; providedRegistration Rightsholders and second, however, to the extent that the number limitation established by the managing underwriter is not exhausted by the Shareholders which requested the registration, among the Corporation and other Persons that are not members of shares such group of Shareholders which requested the registration in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be included in sold by such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingPersons. 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 Registration Rightsholder disapproves of the terms of the underwriting, such Holder 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 shall not a greater number of Registrable Securities beneficially owned by other Registration Rightsholders may be transferred included in a public distribution prior such registration (up to 90 days after the effective date maximum of such registrationany limitation imposed by the underwriters), or such other shorter period of time as then the underwriters may require. If shares are withdrawn from registration, the Company Corporation shall offer to all persons retaining the right to include securities Registration Rightsholders who have included Registrable Securities in the registration the right to include additional securities Shares in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, effecting the limitation referred to above in this Section 7.1. The Corporation shall undertake any reasonable measures within its control to cause the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementsold in any underwritten public offering to be widely disseminated.

Underwriting. In If reasonably required to maintain an orderly market in the event that a registration Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of an underwriting, they shall so advise the Company as part of their demand made pursuant to this Section 2.2 is for a registered public offering involving an underwriting3.2, 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 so advise include such information in the Holders as part of the written notice given pursuant referred to in Section 2.2(a3.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 3.2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating HoldersHolders 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 the Company and reasonably acceptable to Initiating Holders holding a majority at least 62% of Registrable Securities the shares of Preferred Stock held by all Initiating HoldersHolders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 2.23.2, if the managing underwriter advises shall advise the Company in writing 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 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 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 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, including securities for the Company’s account (i.e., primary shares), 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 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 not 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 require. If shares are withdrawn from registrationunderwritten, the Company shall offer to all persons retaining the right to may include securities for its own account (or for the account of other stockholders) in such registration if the registration underwriter so agrees and if the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by such Participating Holders at the time of filing the registration statementwould not thereby be limited.

Underwriting. In If the event that a registration pursuant to this Section 2.2 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 Section 2.2(a1.6(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 1.6 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.21.6, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter and the Company may reduce the Registrable Securities to be included in such registration to the extent the underwriters deem necessary. The Company shall so advise all Holders of Registrable Securities and other holders distributing their 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 Holders thereof 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 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, including securities for the Company’s account (i.e., primary 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 or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of the registration statementstatement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. In the event that of a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting5.01, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, 5.01(a)(i) that the right of any Holder to registration pursuant to this Section 2.2 5.01 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.25.01, 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 Participating HoldersHolders 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 reasonably acceptable to the Company and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders. Notwithstanding any other provision of this Section 2.25.01, if the managing underwriter advises the 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 of Registrable Securities requesting to be included in the registration and underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders them at the time of filing the registration statement or statement; provided that in the event of 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 limitation on the number of shares to be underwritten, then no shares of stock to be registered for sale by the Company shall be included unless all shares of Registrable Securities requested by the Investors to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingso included. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this Section 2.2 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 Section 2.2(a5.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 5.3 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.25.3, and the inclusion of such Holder’s '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, shall (together with all Participating Holders, 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 the Company and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.25.3, if the managing underwriter advises the Company 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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 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 Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the The right of any Holder to registration ------------ pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited (unless otherwise mutually agreed by a majority in interest of the Initiating Holders intending to participate in such registration and such Holder with respect to such participation and inclusion) to the extent provided herein. The Company shall, shall (together with all Participating Holders, Holders selling Registrable Securities) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and (which underwriter shall be reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company 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 and other securities that may be included in the registration and underwriting shall be allocated allocated, first, among all Holders thereof pro-rata, in proportion to the respective amounts of Registrable Securities held by all such Holders at the time of filing the registration statement and second, to all other holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time securities of filing the registration 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingowned by them. No Registrable Securities or 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 or other holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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 and/or other 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. If shares are withdrawn from registrationby the withdrawal of such Registrable Securities or other 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 persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion and manner used in proportion, as nearly as practicable, to determining the respective amounts effect of the underwriter limitation in this Section 1.5(b). If the managing underwriter has not limited the number of Registrable Securities held by to be underwritten, the Company may include securities for its own account or for the account of others in such Participating Holders at registration if the time managing underwriter so agrees and if the number of filing the Registrable Securities which would otherwise have been included in such registration statementand underwriting will not thereby be limited.

Underwriting. In If the event that a registration pursuant Holders intend to this Section 2.2 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 and the Company shall include such information in its written notice given pursuant to Section 2.2(a)the other Holders. In such event, the The right of any Holder to registration pursuant to this Section 2.2 4 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding holders of a majority of the Registrable Securities held proposed by all Initiating Holderssuch Holders to be distributed through such underwriting. Notwithstanding any other provision of this Section 2.24, if the managing underwriter advises the Company 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 4(a) above, 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 requesting inclusion in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held originally requested by such Holders at the time of filing the registration 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation shall be included in such registration. To facilitate If the allocation managing underwriter has not limited the number of shares Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in accordance with such registration if the above provisionsunderwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited, and provided that the Company or the underwriters may round other selling stockholders shall bear an equitable share of the number of shares allocated to any Holder to the nearest 100 sharesRegistration Expenses in connection with such registration and underwriting. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may may, subject to Section 7 hereof, 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 shall not a greater number of Registrable Securities 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 registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, to determining the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementunderwriter limitation in this Section 4(b).

Underwriting. In the event that a registration pursuant to this Section 2.2 2.1 is for a registered public offering involving an underwriting, the Company Xxxxxxx USA shall so advise the Holders as part of the notice given pursuant to Section 2.2(a2.1(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.22.1 , and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent as provided herein. The Company shall, Xxxxxxx USA shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter underwriter(s) selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to Xxxxxxx USA's reasonable approval. Notwithstanding any other provision of this Section 2.22.1, if the managing underwriter advises underwriter(s) advise(s) the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Xxxxxxx USA shall so advise all Holders of Registrable Securities participating 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, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company Xxxxxxx USA or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the CompanyXxxxxxx USA, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the in a written notice given pursuant to this Section 2.2(a)1.6. In such event, the right of any Holder to registration pursuant to this Section 2.2 1.6 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.21.6, if the managing underwriter advises the 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 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 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 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 registrationstatement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first excluded, and provided further, that, except in the case of the Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for below 25% of the Company’s account (i.e., primary shares), are first entirely excluded from total number of shares 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 shares. The Company may include shares of Common Stock held by stockholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder of Registrable Securities or other holder disapproves of the terms of the any such underwriting, such Holder he or she 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 securities so withdrawn shall also be withdrawn from registrationsuch registration and, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration case of the right Company’s Initial Public Offering, shall be subject to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementSection 1.14.

Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the The right of any Holder to registration pursuant ------------ to this Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 1.5 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. In any registration pursuant to Section 1.5, the Initiating Holders (based on a majority of the Registrable Securities to be included therein) will have the right to select the investment banker(s) and manager(s) to administer the offering, subject to the approval of the Company, which shall not be unreasonably withheld or delayed. The Company shall, shall (together with all Participating Holders, 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 Company and Initiating Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company 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 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, as nearly as practicable, to the respective amounts of Registrable Securities held requested to be registered by each such Holders Holder at the time of filing the registration 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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 Holder 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 90 120 days after the effective date of such registration; provided, or however, that, if by the withdrawal of such -------- ------- Registrable Securities a greater number of Registrable Securities held by other shorter period Holders may be included in such registration (up to the maximum of time as any limitation imposed by the underwriters may require. If shares are withdrawn from registrationunderwriters), then the Company shall offer to all persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, to determining the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementunderwriter limitation in this Section 1.5(b).

Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the in a written notice given pursuant to this Section 2.2(a)1.6. In such event, the right of any Holder to registration pursuant to this Section 2.2 1.6 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.21.6, if the managing underwriter advises the 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 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 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 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; statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting of Holders shall not be reduced excluded from the underwriting unless all other securities, including securities for (other than securities being sold by the Company’s account (i.e., primary shares), ) are first entirely excluded from the underwriting; provided further that, unless such registration is in connection with the Company’s initial public offering, the number of Registrable Securities permitted to be included therein shall in any event be at least 30% of the number of shares of Common Stock included therein. No Subject to the foregoing sentence, 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. The Company may include shares of Common Stock held by stockholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished and including such other shares will not, in the judgment of the underwriter, have a detrimental effect on the offering. If any Holder of Registrable Securities or other holder disapproves of the terms of the any such underwriting, such Holder he or she 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 securities so withdrawn shall also be withdrawn from such 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, subject to the respective amounts provisions of Registrable Securities held by such Participating Holders at the time of filing the registration statementSection 1.14 hereof.

Underwriting. In If the event that a registration pursuant Holders intend to this Section 2.2 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 and the Company shall include such information in its written notice given pursuant to Section 2.2(a)the other Holders. In such event, the The right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding of a majority of the Registrable Securities held proposed by all Initiating Holderssuch Holders to be distributed through such underwriting. Notwithstanding any other provision of this Section 2.2Section, if the managing underwriter advises the Company 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 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 registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held originally requested by such Holders at the time of filing the registration 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 registrationthe registration statement; provided, however, that the number of shares of Registrable Registratable Securities to be included in such underwriting and registration shall not be reduced unless all other securities, including securities for of the Company’s account (i.e., primary shares), Company are first entirely excluded from the underwritingunderwriting and registration. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation shall be included in such registration. To facilitate If the allocation managing underwriter has not limited the number of shares Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in accordance with such registration if the above provisionsunderwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited, and provided that the Company or the underwriters may round other selling shareholders shall bear an equitable share of the number of shares allocated to any Holder to the nearest 100 sharesRegistration Expenses in connection with such registration and underwriting. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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 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 registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, determining the underwriter limitation in this Section. If the registration does not become effective due to the respective amounts withdrawal of Registrable Securities held by such Participating Securities, then either (1) the Holders at requesting registration shall reimburse the time Company for expenses incurred in complying with the request or (2) the aborted registration shall be treated as effected for purposes of filing the registration statementSection 5(a)(C).

Underwriting. In If the event that a registration pursuant to this Section 2.2 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 Section 2.2(a1.6(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 1.6 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held (or by all Initiating Holdersthe holders who have demanded such registration). Notwithstanding any other provision of this Section 2.21.6, if the managing underwriter advises the Company in writing determines 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 registration to a minimum of 30% of the total shares to be included in such underwriting or exclude them entirely in the case of the Company's initial public offering. The Company shall so advise all Holders of Registrable Securities and the other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 1.6, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be first allocated among all Holders thereof Preferred Purchasers in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders Preferred Purchasers at the time of filing the registration statement or in such other manner as shall be agreed to by the Company statement, and Holders of a majority after satisfaction of the Registrable Securities proposed to requirements of the Preferred Purchasers, the remaining shares that may be included in such registration; providedthe registration and underwriting shall be allocated among the Founders in proportion, howeveras nearly as practicable, that to the number of shares respective amounts of Registrable Securities to be included in held by such underwriting shall not be reduced unless all other securities, including securities for Founders at the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason time of filing of the underwriter’s marketing limitation shall be included in such registrationregistration statement. 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 Holder he or she 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 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 one hundred eighty (180) days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration statement relating thereto (the right to include additional securities "Lock-Up Period"); provided, however, that if such registration is not the Company's initial public offering such Lock-Up Period shall be one hundred twenty (120) days unless the managing underwriter determines that marketing factors require a longer period in which case the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to Lock-Up period shall be specified by the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementmanaging underwriter but shall not exceed one hundred eighty (180) days.

Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the The right of any Holder to registration ------------ pursuant to this Section 2.2 8.5 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company shall, shall (together with all Participating Holders, Holders and holders of other securities 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders. Notwithstanding any other provision of this Section 2.28.5, if the managing underwriter advises the Company 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 other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all Holders and other holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities securities 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 and other holders at the time of filing the registration 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities or 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 disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registrationby 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 persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion and manner used in proportion, as nearly as practicable, to determining the respective amounts underwriter limitation in this Section 8.5(b). If the managing underwriter has not limited the number of Registrable Securities held by to be underwritten, the Company may include securities for its own account or for the account of others in such Participating Holders at registration if the time underwriter so agrees and if the number of filing the Registrable Securities which would otherwise have been included in such registration statementand underwriting will not thereby be limited.

Underwriting. In the event that of a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting5.1, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, 5.1(a)(i) that the right of any Holder to registration pursuant to this Section 2.2 5.1 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.25.1, 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, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.25.1, if the managing underwriter advises the Company 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 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 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 registrationstatement; provided, howeverthat no shares held by any Holder other than a Founder shall be so excluded from such registration until all shares held by the Founders are excluded from such registration. Notwithstanding the foregoing, that in the event of a Series D Registration, the number of shares of Registrable Securities to that may be included in such the registration and the underwriting shall not be reduced unless allocated among all Holders in proportion, as nearly as practicable, to the respective aggregate dollar amount of such Holder's investment in the capital stock of the Company at the time of the filing of the registration statement; provided that no shares held by any Holder other securities, including securities for the Company’s account (i.e., primary shares), are first entirely than a Founder shall be so excluded from such registration until all shares held by the underwritingFounders are excluded from such 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 Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this Section 2.2 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a1.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 1.2 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.21.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent as provided herein. The Company shall, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter underwriter(s) selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.21.2, if the managing underwriter advises underwriter(s) advise(s) the Company 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 participating 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, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s 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 Holder 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. If The Company may include shares are withdrawn from registrationof Common Stock held by shareholders other than Holders in a registration statement pursuant to Section 1.2 or 1.3 if, and to the extent that, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts amount of Registrable Securities held by otherwise includible in such Participating Holders at the time of filing the registration statementstatement would not thereby be diminished.

Underwriting. In the event that a registration pursuant to this Section 2.2 3.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a3.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 3.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.23.5, 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, shall (together with all Participating Holders, 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 Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.23.5, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting. The Company shall so advise all Holders distributing their securities through such underwriting of Registrable Securities such limitation and the number of shares of Registrable Securities that may be included in the registration (and underwriting if any) shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested by such Holders at the time of filing the registration 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, including securities for the Company’s account (i.e., primary shares), 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 or Holders to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this Section 2.2 is for a registered public offering involving distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made under Section 1.5(a), and the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a1.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, 1.5 and the inclusion of such Holder’s Registrable Securities in the underwriting underwriting, to the extent requested shall be limited to the extent and provided herein. The Company shall, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating the Holders. Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the 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 of Registrable Securities who indicated their intent to participate in the registration in a timely manner, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders thereof 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 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; statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Worthington Shares, all Other Shares and all other securities, including securities Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company’s account (i.e., primary 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 or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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, . [***] Information has been omitted and such Registrable filed separately with the 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 requireand Exchange Commission. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, Confidential treatment has been requested with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, respect to the respective amounts of Registrable Securities held omitted portions. Confidential Treatment Requested by such Participating Holders at the time of filing the registration statement.Fluidigm Corporation

Underwriting. In If the event that a registration pursuant to this Section 2.2 5.01 is for effected through a registered firm commitment underwritten public offering involving an underwritingat the election of the Initiating Holders, the underwriters selected must be reasonably acceptable to the Initiating Holders. The Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, 5.01(a)(i) that the right of any Holder to registration pursuant to this Section 2.2 5.01 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.25.01, 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 Participating HoldersHolders 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 reasonably acceptable to the Company and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders. Notwithstanding any other provision of this Section 2.25.01, if the managing underwriter advises the 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 of Registrable Securities requesting to be included in the registration and underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders them at the time of filing the registration 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; statement, provided, however, that in the event of such limitation on the number of shares to be underwritten, no shares of stock to be registered for sale by the Company shall be included unless all shares of Registrable Securities requested by the Purchaser or any Holder to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingso included. 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 Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this Section 2.2 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 Section 2.2(asubsection 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 registration pursuant to this Section 2.2 subsection 1.2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, 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, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersor underwriters. Notwithstanding any other provision of this Section 2.2subsection 1.2, if the managing underwriter advises the Company 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 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 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 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, including securities for the Company’s account (i.e., primary 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 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 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this Section 2.2 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 Section 2.2(a1.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.21.5, 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, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company 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 first to the Series D Holders to the extent of the Series D Registrable Securities held by such Series D Holders, and then among all other Holders thereof 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 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 statement. If the number of shares of Registrable Securities to be underwritten shall be less than the number of Series D Registrable Securities, then the then the number of Registrable Securities that may be included in such the registration and underwriting shall not be reduced unless allocated among the Series D Holders in proportion, as nearly as practicable, to the respective amounts of Series D Registrable Securities held by such Series D Holders at the time of filing the registration statement. For purposes of such allocations, the amount of Registrable Securities allocated to a Holder and its Affiliated Persons or Entities shall be determined by aggregating all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingRegistrable Securities held by such Holder and its Affiliated Persons or Entities. 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, as adjusted for any recapitalization, stock combinations, stock dividends, stock splits and the like. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.1.6

Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 1.5 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 Section 2.2(a1.5(a)(i). In such event, the The right of any Warrant Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such Warrant Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 1.5 and the inclusion of such Warrant Holder’s '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, shall (together with all Participating Holders, 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 Company and Warrant Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company 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 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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 Warrant Holder to the nearest 100 shares. If any Warrant Holder of holding Registrable Securities disapproves of the terms of the underwriting, such Holder 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 1.5. 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 ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that If a registration pursuant to this Section 2.2 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 Section 2.2(a1.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 1.5 and the inclusion of such Holder’s 's Registrable Securities in the underwriting underwriting, to the extent requested shall be limited requested, to the extent provided herein. The Company shall, shall (together with all Participating Holders, 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 Company and Initiating Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company 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 first among all Holders thereof in other than Mr. Xxxx xxx Mr. Xxxx xx proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed and then, to by the Company and Holders of a majority of the extent any Registrable Securities proposed to may be included in such registrationthat are held by Mr. Xxxx xxx Mr. Xxxx, xx proportion to the amounts held by them; provided, however, that with respect to any public offering following the Initial Public Offering, the number of shares allocated among all Holders (including Mr. Xxxx xxx Mr. Xxxx) xxall not be less than thirty percent (30%) of Registrable Securities the number of shares to be included sold in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingpublic offering. 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 Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If the event that a registration pursuant Majority Participating Holders intend to this Section 2.2 is for a registered public offering involving distrib ute 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 Section 2.2(a2(a) and the Company shall include such information in the written notice referred to in subsection 2(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, 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, shall (together with all Participating Holders, 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 the Company and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held the Holders participating in such registration, provided, however, that the managing underwriter shall be approved by all Initiating Holdersthe Company, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this Section 2.22, if the managing underwriter advises the Company Majority Participating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Majority Participating Holders shall so advise all Holders of Registrable Securities who have elected to participate in such offering, and the number of shares of Registrable Securities Securi ties that may be included in the registration and underwriting shall be allocated among all such Holders thereof 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 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, including securities for the Company’s account (i.e., primary 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 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 Holder he may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Majority Participating 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 such registration, and such . If the underwriter has not limited the number of Registrable Securities shall not 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 require. If shares are withdrawn from registrationunderwritten, the Company shall offer to all persons retaining the right to may include securities for its own account (or for the account of employees and other holders, at the Company's sole discretion) in such registration if the registration underwriter so agrees and if the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held which would otherwise have been included in such registration and underwriting will not thereby be limited by such Participating Holders at the time of filing the registration statementunderwriter.

Underwriting. In If the event that a registration pursuant to this Section 2.2 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 Section 2.2(a2.2(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company All Holders proposing to distribute their securities through such underwriting shall, together with all Participating the Company and the Other Holders, if any, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company 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 and managing underwriter may limit the number of shares of Registrable Securities to be included in such registration without requiring any limitation in the number of shares to be registered on behalf of the Company. The Company shall so advise all Holders and Other Holders and the number of shares that may be included in the registration and underwriting by all Holders and Other Holders shall be allocated among all Holders thereof in proportionthem, as nearly as practicable, first, to the Company, second, among the ----- ------ Holders of Registrable Securities in proportion to the respective amounts of Registrable Securities held by such Holders at the time of filing of the registration statement or statement, and, third, among the Other Holders in such other manner as shall be agreed proportion ----- to by the Company and Holders number of a majority of the Registrable Securities shares proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in registration by such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary 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 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 one hundred (100) shares. If any Holder of Registrable Securities or Other Holder disapproves of the terms of the any such underwriting, such Holder holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 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 Section 2.2(a1.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 1.5 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, shall (together with all Participating Holders, 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 Company and Initiating Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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 Holder 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 require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementpublic offering.

Underwriting. In the event that a the registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given statement filed pursuant to Section 2.2(a). In such event2 shall be for an underwritten public offering, the right of any Holder to registration pursuant to this Section 2.2 2 shall be conditioned upon such the Holder’s 's participation in the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Xxxxxx's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, Holder proposing to distribute its Common Stock through such underwriting shall (together with all Participating Holders, the Company and any shareholders distributing their Common Stock through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.22, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude the Registrable Securities entirely from such registration and underwriting. The Company shall so advise all Holders of Registrable Securities the Holder and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof the Holder and any other selling shareholders in proportionproportion (excluding warrants or their equivalent issued to the underwriter of a registered public offering which may be included in their entirety), as nearly as practicable, to the respective amounts of Registrable Securities securities entitled to inclusion in such registration held by the Holder and such Holders selling shareholders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of statement. If the Registrable Securities proposed to are excluded, no securities may 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, including securities sold for the Company’s account (i.e., primary 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 shareholders or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharessecurityholders. If any the Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Holder it 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 in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementstatement relating thereto.

Underwriting. In If the event that a registration pursuant Holders intend to this Section 2.2 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 Section 2.2(a5(a) and the Company shall include such information in the written notice referred to in Section 5(a). In such event, the The right of any Holder to registration pursuant to this Section 2.2 5 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided hereinunderwriting. The Company shall, shall (together with all Participating Holders, 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 (and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all Initiating the participating Holders). Notwithstanding any other provision of this Section 2.25, if the managing underwriter advises the Company 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 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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 the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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 shall not a greater number of Registrable Securities 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 registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares same proportion as the securities being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementregistered.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this Section 2.2 is for a registered public offering involving distribute Registrable Securities by means of an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The In such event, the Company shall, shall (together with all Participating Holders, Holders and holders of other securities 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company 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 other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities securities 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 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; 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, including securities for proposed to be sold by persons other than the Company’s account (i.e., primary shares), Holders are first entirely excluded from the underwriting. No Registrable Securities or 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 disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registrationby 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 persons retaining the right to include securities Holders who have included Registrable Securities in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion and manner used in proportion, as nearly as practicable, to determining the respective amounts underwriter limitation in this Section 2.2(b). If the managing underwriter has not limited the number of Registrable Securities held by to be underwritten, the Company may include securities for its own account or for the account of others in such Participating Holders at registration if the time underwriter so agrees and if the number of filing the Registrable Securities which would otherwise have been included in such registration statementand underwriting will not thereby be limited.

Underwriting. In If the event that a registration pursuant to this Section 2.2 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 Section 2.2(a1.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 2.2 1.3 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.21.3, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit to zero the Registrable Securities to be included in such registration; PROVIDED, that (i) any such limitation shall be applied to the Holders pro rata based upon the number of Registrable Securities held by them, (ii) that the shares of Registrable Securities proposed to be included in such registration shall be subject to exclusion pursuant to Section 3.6 of the Existing Agreement, and (iii) Other Registrable Securities shall be excluded entirely prior to any exclusion of Registrable Securities. The Company shall so advise all Holders holders of Registrable Securities securities requesting registration through such underwriting, and subject to the preceding sentence, 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, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration 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, including securities for the Company’s account (i.e., primary 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 registrationstatement. 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 any such underwriting, such Holder he 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If the event that a registration pursuant to this Section 2.2 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 Section 2.2(aArticle 1.6(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 Article 1.6 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held (or by all Initiating Holdersthe holders who have demanded such registration). Notwithstanding any other provision of this Section 2.2Article 1.6, if the managing underwriter advises the Company in writing determines 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 registration to a minimum of 30% of the total shares to be included in such underwriting or exclude them entirely in the case of the Company's initial public offering. The Company shall so advise all Holders of Registrable Securities and the other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Article 1.6, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be first allocated among all holders of Preferred Shares or Conversion Shares in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested to be registered by such Preferred Purchasers at the time of filing the registration statement, and after satisfaction of the requirements of the Preferred Purchasers, the remaining shares that may be included in the registration and underwriting shall be allocated among all Holders thereof the Founder in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders Founder at the time of filing of the registration 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, including securities for the Company’s account (i.e., primary 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 registrationstatement. 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 Holder he or she 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 such 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration statement relating thereto (the right to include additional securities "Lock-Up Period"); provided, however, that if such registration is not the Company's initial public offering such Lock-Up Period shall be one hundred twenty (120) days unless the managing underwriter determines that marketing factors require a longer period in which case the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to Lock-Up period shall be specified by the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementmanaging underwriter but shall not exceed one hundred eighty (180) days.

Underwriting. In the event that a registration pursuant to this Section 2.2 2.1 is for a registered public offering involving an underwriting, the Company Phage shall so advise the Holders as part of the notice given pursuant to Section 2.2(a2.1(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.22.1 , and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent as provided herein. The Company shall, Phage shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter underwriter(s) selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to Phage's reasonable approval. Notwithstanding any other provision of this Section 2.22.1, if the managing underwriter advises underwriter(s) advise(s) the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Phage shall so advise all Holders of Registrable Securities participating 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, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company Phage or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. .If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the CompanyPhage, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this Section 2.2 ------------ 1.5 is for a registered public offering involving an underwriting, the Company Echelon shall so advise the Holders as part of the notice given pursuant to Section 2.2(a1.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.21.5, 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, Echelon shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to Echelon's reasonable approval. Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company Echelon 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 in proportionpro portion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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 Echelon or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the CompanyEchelon, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If an Initiating Holder intends to distribute the event that a registration pursuant to this Section 2.2 is for a registered public offering involving Registrable Securities covered by its request by means of an underwriting, the Company it shall so advise the Holders Company as a part of the notice given its request made pursuant to Section 2.2(a)1.2. In If Other Holders request such eventinclusion, the right Holders shall offer to include the Registrable Securities of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation Other Holders in the underwriting arrangements required by and may condition such offer on their acceptance of the further applicable provisions of this Section 2.2, 1. The Holders whose Registrable Securities are to be included in such registration and the inclusion of such Holder’s Company shall (together with Other Holders proposing to distribute their Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, 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 Company Initiating Holder and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company. Notwithstanding any other provision of this Section 2.21.2, if the managing underwriter representative advises the Company 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 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 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 on the number of shares of Registrable Securities to be underwritten, the securities of the Company held by Other Holders shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares of Registrable Securities, further reductions are still required, the number of shares of Registrable Securities included in such underwriting the registration by each Holder shall not be reduced unless all other securities, including securities for on a pro rata basis (based on the Company’s account (i.e., primary sharesnumber of shares of Registrable Securities held by such Holder), are first entirely excluded from the underwritingby such minimum number of shares of Registrable Securities as is necessary to comply with such request. No Registrable Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate In addition to the allocation of shares in accordance with foregoing limitation, if the above provisionsregistration proposed to be underwritten by the Company relates to Common Stock, but not Preferred Stock (or vice versa), the Company or registration can, at the underwriters may round election of the number of shares allocated to any Holder Company, be limited to the nearest 100 sharestype of Registrable Securities proposed to be registered. If any Other Holder of Registrable Securities who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating HoldersHolder. 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 in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registrationunderwritten, the Company shall offer to all persons retaining may include its securities for its own account in such registration if the right to include securities in representative so agrees and if the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by and other securities which would otherwise have been included in such Participating Holders at the time of filing the registration statementand underwriting will not thereby be limited.

Underwriting. In the event that a registration pursuant to this Section 2.2 2.4 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a2.4(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 2.4 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.22.4, 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 Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.22.4, if the managing underwriter advises the Company 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 allocated, among all Holders thereof 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 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, 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, including securities for the Company’s account (i.e., primary shares), 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 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If the event that a registration pursuant Initiating Holders intend to this Section 2.2 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 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 The right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company shall, shall (together with all Participating Holders, 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 the Company and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders. Notwithstanding any other provision of this Section 2.2, if the underwriter (or the managing underwriter advises on behalf of the Company in writing underwriters) 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' (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) and the 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, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration 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, including securities for the Company’s account (i.e., primary 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 or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held owned by such Participating Holders at the time of filing the registration statement.. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter (or managing underwriter on behalf of all of the underwriters) and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn from such underwriting shall also be withdrawn from such 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 in determining the underwriter limitation in this Section 2.2(c). If the underwriter (or managing underwriter on behalf of all of the underwriters) has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account in such registration if the underwriters so agree and if the number

Underwriting. In If the event that a registration Demand Initiating Sponsor Holders intend to distribute the Registrable Securities covered by their demand by means of an underwritten offering, they shall so advise the Company as part of their demand made pursuant to this Section 2.2 is for a registered public offering involving an underwriting2.2, and the Company shall so advise include such information in the Holders as part of the written notice given pursuant referred to in Section 2.2(a2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, 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 Participating Holdersholders of Registrable Securities of the Company proposing to distribute their securities through such 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 by the Demand Initiating Sponsor Holders and reasonably satisfactory to the Company. The Demand Participating Sponsor Holders shall cooperate with the Company in the negotiation of such underwriting by agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. Such underwriting agreement shall contain such representations and reasonably acceptable warranties by, and the other agreements on the part of, the Company to Initiating and for the benefit of the Holders holding a majority party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Holder shall be entitled to participate in such underwritten offering unless such Holder completes and executes all questionnaires, powers of Registrable Securities held by all Initiating Holdersattorney, indemnities and other documents required under the terms of such underwriting agreement. Notwithstanding any anything other provision of this Section 2.2, if the managing underwriter advises or underwriters of a proposed underwritten offering of the Registrable Securities included in a Demand Registration shall advise the Company in writing and the Demand Initiating Sponsor Holders that marketing factors require a limitation of the number of shares securities requested to be underwrittenincluded in such Demand 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 that have requested to participate in such Demand Registration (other than the Demand Initiating Sponsor Holders), and the number of shares of Registrable Securities that may be included in the registration and underwriting such Demand Registration (i) first, shall be allocated pro rata among all the Holders thereof in proportion(including the Demand Initiating Sponsor Holders and other Demand Participating Sponsor Holders, as nearly as practicable, applicable) that have requested to participate in such Demand Registration based on the respective amounts relative number of Registrable Securities then held by each such Holders at the time of filing the registration statement or in Holder (provided that any securities thereby allocated to a Holder that exceed such other manner as Holder’s request shall be agreed reallocated among the remaining requesting Holders in like manner), (ii) second, and only if all the securities referred to by the Company and Holders of a majority of the Registrable Securities proposed to be in clause (i) have been included in such registration; providedDemand Registration, however, that the number of shares securities that the Company proposes to include in such Demand Registration that, in the opinion of Registrable Securities the managing underwriter or underwriters, can be sold without having such adverse effect and (iii) third, and only if all of the securities referred to be in clause (ii) have been included in such underwriting shall not Demand Registration, any other securities eligible for inclusion in such Demand Registration that, in the opinion of the managing underwriter or underwriters, can be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingsold without having such adverse effect. No Registrable Securities excluded from the underwriting underwritten offering by reason of the managing underwriter’s or underwriters’ marketing limitation shall be included in such registrationDemand Registration. To facilitate Notwithstanding the allocation delivery of shares in accordance with the above provisionsany notice of a Demand Registration, the Company or the underwriters may round the number of shares allocated all determinations as to whether to complete any Holder Demand Registration and as to the nearest 100 shares. If timing, manner, price and other terms and conditions of any Holder of Registrable Securities disapproves Demand Registration shall be at the sole discretion of the terms Demand Initiating Sponsor Holders. Each of the underwritingHolders agrees to reasonably cooperate with each of the other Holders to establish notice, such Holder may elect delivery and documentation procedures and measures 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 facilitate such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities Holder’s participation in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementfuture potential Demand Registrations pursuant this Section 2.2.

Underwriting. In If the event that a registration pursuant to this Section 2.2 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the in a written notice given pursuant to this Section 2.2(a)1.6. In such event, the right of any Holder to registration pursuant to this Section 2.2 1.6 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.21.6, if the managing underwriter advises the 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 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 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 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; providedstatement, howeverPROVIDED, HOWEVER, that the number of shares of Registrable Securities to be included in such underwriting of Holders shall not be reduced excluded from the underwriting unless all other securities, including securities for (other than securities being sold by the Company’s account (i.e., primary shares), ) are first entirely excluded from the underwritingunderwriting PROVIDED FURTHER that the number of Registrable Securities included in any such registration shall not be reduced below 20% of the shares included in the 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. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder of Registrable Securities or other holder disapproves of the terms of the any such underwriting, such Holder he or she 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 securities so withdrawn 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 registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementstatement relating thereto.

Underwriting. In If the event that a registration pursuant to this for which the Corporation gives notice under Section 2.2 2(a) is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder Shareholder to registration pursuant to under this Section 2.2 shall 2 will be conditioned upon such Holderthe Shareholder’s participation in the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited provided in this Agreement. If any Shareholder proposes to distribute its securities through the extent provided herein. The Company shallunderwriting, the Shareholder will (together with all Participating Holders, the Corporation and any other stockholders distributing their securities through the underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such that underwriting by the Company Corporation; provided that the underwriting agreement will not provide for indemnification or contribution obligations on the part of Shareholders materially greater than the obligations of the Shareholders under Sections 7(b), 7(c) and reasonably acceptable 7(d) of this Agreement nor will it require the Shareholders to Initiating Holders holding a majority represent and warrant anything other than good title, free of Registrable Securities held encumbrances, to the Shares being sold, the accuracy of the information provided by all Initiating Holdersthem in the registration statement and residency of the Shareholder. Notwithstanding Despite any other provision of this Section 2.22, if the managing underwriter advises the Company Shareholders registering securities in writing that marketing factors require a limitation of on the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities of the Shareholders, the securities of the Corporation and the securities held by any other stockholders distributing their securities through the underwriting may be excluded from the underwriting because of the underwriter’s marketing limitation to the extent so required by the limitation as follows: (i) first, the securities held by all stockholders except Preferred Shareholders, distributing their securities through the underwriting will be excluded in a manner that the number of any shares that may be included by the holders are allocated in proportion, as nearly as practicable to the amounts of the securities proposed to be offered by those persons in the registration, (ii) if after all securities held by all stockholders except Preferred Shareholders have been excluded, Registrable Securities of the Preferred Shareholders will be excluded so that the number of any Registrable Securities that may be included in by the registration and underwriting shall be Preferred Shareholders are allocated among all Holders thereof in proportion, as nearly as practicable, practicable to the respective amounts of Registrable Securities held by such Holders at those Preferred Shareholders, and (iii) if after all securities held by all stockholders, including the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority Preferred Shareholders have been excluded, securities of the Corporation will be excluded. The Corporation will advise all holders of Registrable Securities proposed requesting registration of the number of shares entitled to be included in such the 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, including securities for the Company’s account (i.e., primary 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 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 Shareholder or other stockholders disapprove of the terms of the underwriting, such Holder he or she may elect to withdraw therefrom from the underwriting by written notice to the Company, Corporation and the managing underwriter and underwriter. Any securities excluded or withdrawn from the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also underwriting will be withdrawn from the registration, and such Registrable Securities shall will not be transferred in a public distribution prior to 90 before 120 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that of a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting5.1, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, 5.1(a)(i) that the right of any Holder to registration pursuant to this Section 2.2 5.1 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.25.1, 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 Participating HoldersHolders 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company’s reasonable approval. Notwithstanding any other provision of this Section 2.25.1, if if, in the good faith judgment of the managing underwriter advises of such public offering, the Company inclusion of all of the Registrable Securities requested to be registered would materially and adversely affect the successful marketing of the offering, then the amount of the Registrable Securities to be included in writing that marketing factors require a limitation the offering shall be reduced and the Registrable Securities and the other shares to be offered shall participate in such offering as follows: (i) first, the Registrable Securities requested to be included in such registration by the Holders, and if two or more Holders are included in the registration, pro rata among such Holders on the basis of the number of shares Registrable Securities owned by each such Holder, (ii) second, the Ordinary Shares requested to be underwrittenincluded in such registration by the Company and (iii) third, then the any Ordinary Shares other than Registrable Securities requested to be registered by holders of such Ordinary Shares, pro-rata among such holders. The Company shall so advise all Holders of Registrable Securities requesting to be included in the registration and underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders them at the time of filing the registration 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 4.1 is for a registered public offering involving an underwriting, the Initiating Holders will so advise the Company as part of the written request given by such Initiating Holders pursuant to Section 4.1(a), and the Company shall so in turn advise the Holders as part of the notice given pursuant to Section 2.2(a4.1(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 4.1 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.24.1, 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, shall (together with all Participating Holders, 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 and reasonably acceptable Company, but subject to Initiating Holders holding the reasonable approval of a majority in interest of Registrable Securities held by all the Initiating Holders. Notwithstanding any other provision of this Section 2.24.1, if the managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwrittenunderwritten exceeds the number that can be sold in such offering so as to be likely to have a material adverse effect on the price or amount at which the Initiating Holders can sell their Shares, then the Company shall so advise all Holders of Registrable Securities and Other 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 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 or and second among the Other Holders in such other manner as shall be agreed proportion to by the Company and Holders number of a majority of the Registrable Securities shares proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in registration by such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingOther Holders. No Registrable Securities or 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 holder to the nearest 100 one hundred (100) shares. If any Holder of Registrable Securities or Other Holder disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the The right of any Holder to registration pursuant to this Section 2.2 3 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities Common Stock in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their Registrable Common Stock through such underwriting shall (together with all Participating Holders, the Company) 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 Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.23, in connection with a registration under Section 3(a), if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Registering Holders of Registrable Securities whose securities would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities Common Stock that may be included in the registration and underwriting shall be allocated among all Holders thereof 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 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, including securities for the Company’s account (i.e., primary 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 or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Registering Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities Common Stock requested by such Registering Holders to be included in such registration and underwriting, or, if so determined by the underwriter, all Registrable Common Stock shall be excluded from such registration and underwriting; provided, however, that in no event shall the amount of securities of the Registering Holders included in the offering be reduced unless the amount of securities of all other selling equity holders included in the offering are proportionately reduced. If any Holder disapproves of the terms of any such underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. If, in connection with a registration under Section 3(a), by the withdrawal of such Registrable Common Stock a greater number of shares of Registrable Common Stock held by other Holders may be included in such Participating registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders at the time of filing who have included Registrable Common Stock in the registration statementthe right to include additional shares of Registrable Common Stock in the same proportion used in determining the shares that may be included pursuant to the first paragraph of this Section 3(b).

Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 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 Section 2.2(a1.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 1.5 and the inclusion of such Holder’s '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, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Company and Initiating Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company 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 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 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; providedstatement, provided however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), 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 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the The right of any Holder to registration pursuant to this Section 2.2 3 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with all Participating Holders, the Company) 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 Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.23, if the managing underwriter advises the Company 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 whose securities would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities Common Stock that may be included in the registration and underwriting shall be so limited and shall be allocated among all Holders thereof in proportion, as nearly as practicablefirst, to the respective amounts Company, or if such registration is initiated by the Merger RRA Holders under Section 2.1 of Registrable Securities held by such Holders at the time of filing Merger RRA, to the registration statement or Merger RRA Holders, in such other manner as shall be agreed to by provided in the Company and Holders of a majority of the Registrable Securities proposed Merger RRA; second, if there remains additional availability for additional Common Stock to be included in such registration; providedoffering, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary 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 or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated x) among all such Participating Holders and Merger RRA Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or Merger RRA Registrable Securities requested to be included in such registration by such Holders and Merger RRA Holders or (y) if such registration is initiated by the Merger RRA Holders under Section 2.1 of the Merger RRA, among all Holders in proportion, as nearly as practicable, to the respective amount of Registrable Securities requested to be included in such registration by such Holders; and third, if there remains availability for additional securities to be included in such offering, to any Persons, other than the Holders or the Merger RRA Holders, who have been granted registration rights, or who have requested participation in the offering with such priorities among them as the Company shall determine. If any Holder disapproves of the terms of any such underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. If by the withdrawal of such Registrable Securities a greater number of shares held by other Persons may be included in such Participating Holders at registration (up to the time maximum of filing any limitation imposed by the underwriters), then the Company shall offer to all holders who have included shares in the registration statementthe right to include additional shares in the same proportion used in determining the underwriter limitation in this Section 3(b). If the underwriter has not limited the number of shares to be underwritten, the Company may include shares for its own account if the underwriter so agrees and if the number of shares 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 Holders intend to this Section 2.2 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(a), and the Company shall include such information in the written notice given pursuant to Section 2.2(a5.1(a)(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 Registrable Securities in 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 Section 2.2, 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, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriter. Notwithstanding any other provision of this Section 2.25.1, if the managing underwriter advises the Company 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 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 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 or in such other manner as shall be agreed to by statement. Neither the Company and nor any other holders of Company securities may participate in the proposed offering if any Holders of a majority of the Registrable Securities proposed have been cut back pursuant 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, including securities for the Company’s account (i.e., primary sharesthis Section 5.1(b), 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 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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 to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, subject to the respective amounts terms of Registrable Securities held by such Participating Holders at the time of filing the registration statementthis Agreement including Section 6 hereof.

Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the The right of any Holder to registration pursuant to this ------------ Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 1.5 and the inclusion of such Holder’s 's Registrable Securities in the underwriting underwriting, to the extent requested shall be limited requested, to the extent provided herein. The Company shall, shall (together with all Participating Holders, 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 and (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company 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 in writing, 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, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration 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 registrationstatement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), 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 Holder 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 and eighty (180) days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If the event that a registration pursuant to this Section 2.2 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 Section 2.2(a1.6(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 1.6 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held (or by all Initiating Holdersthe holders who have demanded such registration). Notwithstanding any other provision of this Section 2.21.6, if the managing underwriter advises the Company in writing determines 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 registration to a minimum of 30% of the total shares to be included in such underwriting or, in the case of the Company's initial public offering, exclude them entirely. The Company shall so advise all Holders of Registrable Securities and the other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 1.6, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be first allocated among all Holders thereof Preferred Purchasers and Applied in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders Preferred Purchasers and Applied at the time of filing the registration statement or in such other manner as shall be agreed to by the Company statement, and Holders of a majority after satisfaction of the Registrable Securities proposed to requirements of the Preferred Purchasers and Applied, the remaining shares that may be included in such registration; providedthe registration and underwriting shall be allocated among the Founders in proportion, howeveras nearly as practicable, that to the number of shares respective amounts of Registrable Securities to be included in held by such underwriting shall not be reduced unless all other securities, including securities for Founders at the Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason time of filing of the underwriter’s marketing limitation shall be included in such registrationregistration statement. 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 Holder he or she 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 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 one hundred eighty (180) days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration statement relating thereto (the right to include additional securities "Lock-Up Period"); provided, however, that if such registration is not the Company's initial public offering such Lock-Up Period shall be one hundred twenty (120) days unless the managing underwriter determines that marketing factors require a longer period in which case the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to Lock-Up period shall be specified by the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementmanaging underwriter but shall not exceed one hundred eighty (180) days.

Underwriting. In the event that of a registration pursuant to Section 5.1 that the Initiating Holder have requested be effected as part of a firm commitment underwritten public offering or with respect to which the Initiating Holders are required by Section 5.1(a)(ii)(G) to have effected pursuant to this Section 2.2 is for a registered public offering involving an underwriting5.1(b), the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, 5.1(a)(i) that the right of any Holder to registration pursuant to this Section 2.2 5.1 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements (including arrangements for block trades) required by this Section 2.25.1, 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 Participating HoldersHolders 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.25.1, if the managing underwriter advises the Company 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 requesting to be included in the registration and underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders them at the time of filing the registration statement statement, PROVIDED, HOWEVER, that in the event of such limitation on the number of shares to be underwritten, then the shares of Company capital stock to be included in the registration held by any Company officer or in such other manner as director shall be agreed reduced on a pro rata basis according to by the Company and Holders total number of a majority of the Registrable Securities proposed shares 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, including securities for the Company’s account (i.e., primary shares), 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 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving 5.1 involves an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, 5.1(a)(i) that the right of any Holder to registration pursuant to this Section 2.2 5.1 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.25.1, 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, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company’s reasonable approval. The Company shall not be required to include any of the securities of a Holder or Holders in such underwriting unless the Holder or Holders accepts the terms of the underwriting in customary form of the underwriters. Notwithstanding any other provision of this Section 2.25.1, if the managing underwriter advises the Company 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, does not become effective due to the respective amounts withdrawal of Registrable Securities held by such Participating and the withdrawal of the registration is not the result of a material adverse change in the Company’s business, financial condition or results of operations since the date of the written request of the Initiating Holders pursuant to this Section 5, then, at the time Holder’s option, 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 treated as effected for purposes of filing the registration statementSection 5.1(b)(iv).

Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 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 Section 2.2(a6.1(a)(i). In such event, the The right of any Warrant Holder to registration pursuant to this Section 2.2 6.1 shall be conditioned upon such Warrant Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 6.1 and the inclusion of such Warrant Holder’s '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, shall (together with all Participating Holders, 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 Company and Warrant Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.26.1, if the managing underwriter advises the Company 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 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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 Warrant Holder to the nearest 100 shares. If any Warrant Holder of holding Registrable Securities disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If the event that a registration Initiating Holders intend to distribute their Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to this Section 2.2 is for a registered public offering involving an underwriting, 1.5 and the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a1.5(a)(I). In such that event, the right of any Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such the Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 1.5(b) and the inclusion of such the Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited and to the extent provided herein; PROVIDED, HOWEVER, that each Holder shall be required to make only those representations (if any) as would be customary for a holder of a similar percentage of similar securities. The Company shall, (together with all Participating HoldersHolders proposing to distribute their securities through such underwriting) shall, upon request by the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company), enter into any reasonable agreement requested by the managing underwriter in connection with the offering including, but not limited to, an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersunderwriter. Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company 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 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 in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested to be registered by such Holders at the time of filing the registration 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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 Holder 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; PROVIDED, or HOWEVER, that, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other shorter period Holders may be included in such registration (up to the maximum of time as any limitation imposed by the underwriters may require. If shares are withdrawn from registrationunderwriters), then the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities Holders who have included Registrable Securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 1.2 is for a registered public offering involving Public Offering by means of an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a)1.2(a)(i) above. In such event, the right of any Holder to registration pursuant to this Section 2.2 1.2 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.21.2(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, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the a managing underwriter or underwriters selected for such underwriting by a majority in interest of the Company and Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.21.2, if the managing underwriter advises the Company 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 which would otherwise be underwritten pursuant hereto, 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, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration 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; 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, including securities for of the Company’s account (i.e., primary shares), 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 Holder 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 held by such Holder affected shall also be withdrawn from registration. If the registration does not become effective due to the withdrawal of Registrable Securities, and such Registrable Securities then either: (a) the Holders requesting registration shall not reimburse the Company for expenses incurred in complying with the request, or (b) the aborted registration shall be transferred in a public distribution prior to 90 days after treated as effected for purposes of Section 1.2(a)(ii)(C); provided, however, that if at the effective date time of such registrationwithdrawal, the Holder or Holders have learned of a material adverse change in the condition, business, or such other shorter period prospects of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, from that known to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses, and the aborted registration statementshall not be treated as effected for purposes of Section 1.2(a)(ii)(C).

Underwriting. In the event that a registration pursuant to this Section 2.2 2.5 is for a registered public offering involving an underwriting, the Initiating Holders shall notify the Company of such fact and the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a2.5(a). In such event, the right of any Holder to participate in the registration pursuant to this Section 2.2 2.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.22.5, 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, shall be entitled to participate in an underwritten offering on the terms set forth herein. The Company shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in reasonable and customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of the Registrable Securities held by all such Initiating HoldersHolders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.22.5, if the managing underwriter advises the Company 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 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities Shares 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 holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating HoldersHolders no later than ten (10) business days prior to the date the registration is declared effective. 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 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementstatement relating thereto.

Underwriting. In the event that a registration pursuant to this Section 2.2 2.4 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a2.4(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 2.4 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.22.4, 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 Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.22.4, if the managing underwriter advises the Company 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 among all Holders thereof 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 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 registrationstatement; 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, including securities for of the Company’s account (i.e., primary shares), Company are first entirely excluded from the underwritingunderwriting and registration; provided further, however, that if the number of shares of Registrable Securities to be included in such underwriting or registration is reduced to less than 75% of the aggregate number of shares of Registrable Securities originally requested for registration pursuant to Section 2.4(a), then such registration or underwriting shall not be counted as one of the three permitted requests for registration under Section 2.4(a)(D). 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 Holder 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, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, together with all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Participating Holders holding representing a majority of the Registrable Securities held by all Initiating the Participating Holders. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the 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 of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as follows: (i) first to holders of Series AA Preferred, Series BB Preferred, Series DD Preferred and Series EE Preferred or Common Stock issued or issuable upon conversion of Series AA Preferred, Series BB Preferred, Series DD Preferred and Series EE Preferred, (ii) next, to holders of Series CC Preferred (or Common Stock issued upon conversion of Series CC Preferred) and holders of Converted Preferred Stock, and (iii) then among all other Holders thereof 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 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 all securities other than Registrable Securities sought to be included in such underwriting shall not first be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingexcluded. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In BALAH, BAII and the event that a registration pursuant to this Section 2.2 is Xxxxxxx Shareholder Group Notice Party shall include in each of their respective requests for a registered any underwritten public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given made pursuant to Section 2.2(a)7.1.1 the name of the managing underwriter or underwriters that the requesting parties propose to employ in connection with the public offering proposed to be made pursuant to the registration requested. In The Corporation shall include in the written notice referred to in paragraph (a) of Section 7.1.1 the name or names of such eventunderwriter or underwriters to be employed. If any sale proposed pursuant to Section 7.1.1 is to be effected pursuant to an underwritten public offering, the right of any Holder Registration Rightsholder to registration pursuant to this Section 2.2 7.1 shall be conditioned upon such Holder’s Registration Rightsholder's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registration Rightsholder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, Corporation shall (together with all Participating Holders, Registration Rightsholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (which form must be reasonably acceptable to the Shareholder Group requesting such registration) with the managing underwriter or underwriters selected for such underwriting by in the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersmanner set forth above. Notwithstanding any other provision provisions of this Section 2.27.1, if the managing underwriter advises the Company Corporation in writing that marketing factors require a limitation of the number of shares Registrable Securities to be underwritten, then the Company Corporation shall so advise all Holders beneficial owners of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all Holders thereof the members of the Shareholder Group requesting such registration in proportion, as nearly as practicablepractical, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities that were proposed to be included in sold by such registration; providedRegistration Rightsholders and second, however, to the extent that the number limitation established by the managing underwriter is not exhausted by the members of shares such Shareholder Group, among the Corporation and other Persons that are not members of such Shareholder Group in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be included in sold by such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingPersons. 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 Registration Rightsholder disapproves of the terms of the underwriting, such Holder 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 shall not a greater number of Registrable Securities beneficially owned by other Registration Rightsholders may be transferred included in a public distribution prior such registration (up to 90 days after the effective date maximum of such registrationany limitation imposed by the underwriters), or such other shorter period of time as then the underwriters may require. If shares are withdrawn from registration, the Company Corporation shall offer to all persons retaining the right to include securities Registration Rightsholders who have included Registrable Securities in the registration the right to include additional securities Shares in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, effecting the limitation referred to above in this Section 7.1. The Corporation shall undertake any reasonable measures within its control to cause the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementsold in any underwritten public offering to be widely disseminated.

Underwriting. In If the event that a registration pursuant to this Section 2.2 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 Section 2.2(a2.2(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating HoldersCompany. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing determines 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 registration to zero; provided that the Company shall ensure that such reductions shall be made in the following order of priority: (x) first, the shares held by selling holders other than Holders of Registrable Securities shall be reduced; (y) second, the shares held by the Holders of Registrable Securities shall be reduced pro rata based upon the number of Registrable Securities held by each Holder, and (z) third, the shares of the Company to be included in the underwriting shall be reduced. The Company shall so advise all Holders of Registrable Securities requesting to be included in the registration and underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders thereof requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders them at the time of filing the registration 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, including securities for the Company’s account (i.e., primary 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 registrationstatement. 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 Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 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 Section 2.2(a1.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 1.5 and the inclusion of such Holder’s 's Registrable Securities in the underwriting under writing, to the extent requested shall be limited requested, to the extent provided herein. The Company shall, shall (together with all Participating Holders, 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 Company and Initiating Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company 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 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 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; 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, including securities for the Company’s account (i.e., primary shares), 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 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 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 Section 2.2(a1.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 1.5 and the inclusion of such Holder’s '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, shall (together with all Participating Holders, Holders proposing to distribute their securities through such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Company and Initiating Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company 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 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 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; providedstatement, provided however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities, including securities for the Company’s account (i.e., primary shares), 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 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this Section 2.2 2.4 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a2.4(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 2.4 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.22.4, 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 Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.22.4, if the managing underwriter advises the Company 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 among all Holders thereof 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 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 registrationstatement; 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, including securities for of the Company’s account (i.e., primary shares), Company are first entirely excluded from the underwritingunderwriting and registration; provided further, however, that if the number of shares of Registrable Securities to be included in such underwriting or registration is reduced to less than 75% of the aggregate number of shares of Registrable Securities originally requested for registration pursuant to Section 2.4(a), then such registration or underwriting shall not be counted as one of the two permitted requests for registration under Section 2.4(a)(D). 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 Holder 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, 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this Section 2.2 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 Section 2.2(a1.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 1.5 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 2.2, 1.5 and the inclusion of such Holder’s Registrable Securities in the underwriting underwriting, to the extent requested shall be limited to the extent and provided herein. The Company shall, shall (together with all Participating Holders, 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 Company and Initiating Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.21.5, if the managing underwriter advises the Company 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 shall, subject to Section 1.17 herein, be allocated among all Holders thereof 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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 require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementpublic offering.

Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a1.2(a)(i). In such event, the right of any Holder to participate in such registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.21.2, 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 Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.21.2, if the managing underwriter advises the Company 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 participating 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s 's marketing limitation shall be included in such registration. To facilitate If the allocation underwriter has not limited the number of shares in accordance with the above provisionsRegistrable Securities to be underwritten, the Company may include securities for its own account (or for the underwriters may round account of other shareholders) in such registration if the underwriter so agrees and of the number of shares allocated to any Holder to the nearest 100 sharesRegistrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 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 Section 2.2(a2.5(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 2.2 2.5 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.2, 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, shall (together with all Participating Holders, 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 Company and Initiating Holders (which managing underwriter shall be reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holdersthe Company). Notwithstanding any other provision of this Section 2.22.5, if the managing underwriter advises the Company 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 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 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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 Holder 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 require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statementpublic offering.

Underwriting. In If the event that a registration pursuant to statement under which the Company gives notice under this Section 2.2 2.4 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 Section 2.2(a)Registrable Securities and Put Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.2 2.4 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities and Put Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The If requested by the underwriters for any underwritten offering of Registrable Securities or Put Registrable Securities pursuant to a registration requested under Section 2.2 or 2.3, the Company shall, together with all Participating Holders, shall enter into an underwriting agreement with such underwriters for such underwritten offering, which agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in customary form underwriting agreements with respect to secondary distributions, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.10 hereof, and agreements as to the provision of opinions of counsel and accountants' letters. Any such underwriters shall be selected by the Holders of a majority of the Registrable Securities and Put Registrable Securities to be sold pursuant to the registration requested under Section 2.2 or 2.3 and such underwriters shall be reasonably acceptable to the Company. All Holders proposing to distribute their Registrable Securities or Put Registrable Securities through such underwriting shall also enter into such underwriting agreement, which shall also contain such representations and warranties by such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including indemnification and contribution provisions substantially to the effect and to the extent provided in Section 2.10 hereof, with the managing underwriter or underwriters selected for such underwriting by the Company (and reasonably acceptable to Initiating the Holders holding a majority of proposing to distribute their Registrable Securities held by all Initiating Holdersor Put Registrable Securities through such underwriting). Notwithstanding any other provision of this Section 2.2the Agreement, if the managing underwriter advises the Company 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 in proportionallocated, as nearly as practicablefirst, to the respective amounts Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities and Put Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis. No such Holders at reduction shall (i) reduce the time of filing the registration statement or in such other manner as shall be agreed to securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares that may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities and Put Registrable Securities proposed to be included sold 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, including securities for the Company’s account (i.e., primary 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 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 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) business days prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement. Any Registrable Securities or Put 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 partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "Holder", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder", as defined in this sentence.

Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 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 Section 2.2(a5.1(a)(i). In such event, that the right of any Holder to registration pursuant to this Section 2.2 5.1 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2arrangements, 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 Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 2.25.1, if the managing underwriter advises the Company 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 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 requesting 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 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 registrationstatement; 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, including securities for of the Company’s account (i.e., primary shares), 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 one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If the event that a registration pursuant to this Section 2.2 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 Section 2.2(a1.6(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.2 1.6 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. The Company shall, All Holders proposing to distribute their securities through such underwriting shall (together with all Participating Holders, the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and reasonably acceptable (or by the holders who have demanded such registration); PROVIDED, HOWEVER, that each Holder shall be required to Initiating Holders holding make only those representations (if any) as would be customary for a majority holder of Registrable Securities held by all Initiating Holdersa similar percentage of similar securities. Notwithstanding any other provision of this Section 2.21.6, if the managing underwriter advises the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may, subject to the provisions of subparagraph 1.5(a)(ii)(C), limit or exclude the Registrable Securities to be included in such registration prior to the exclusion from such registration of any securities to be sold by the Company or any party exercising demand registration rights with respect to such registration; provided that if any exclusion or limitation of Registrable Securities is so required, such exclusion or limitation shall so advise all be allocated first, among the Holders of Registrable Securities and participating in such registration in proportion to 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, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at and second, to any other holders of securities of the time of filing the registration statement or Company entitled to participate and participating in such registration ("Other Holders") in proportion to the number of shares of the Company's Common Stock (or equivalents thereof) held by such Other Holders. In no event will shares of any other manner as shall selling shareholder be agreed to included in such registration which would reduce the number of shares which may be included by Holders without the Company and written consent of Holders of a majority not less than seventy percent (70%) of the Registrable Securities proposed to be included sold 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, including securities for the Company’s account (i.e., primary 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 or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesoffering. If any Holder of Registrable Securities or Other Holder disapproves of the terms of the any such underwriting, such Holder he 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. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. In If the event that a registration pursuant Holder intends to this Section 2.2 is for a registered public offering involving distribute the ------------ Registrable Securities covered by their request by means of an underwriting, the Company it shall so advise the Holders Company as a part of the notice given its request made pursuant to Section 2.2(a5(a) and the Company shall include such information in the written notice referred to in Section 5(a). In such event, the The right of any the Holder to registration pursuant to this Section 2.2 5 shall be conditioned upon such Holder’s 's participation in the such underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities to be registered in the underwriting to the extent requested shall be limited and to the extent provided herein. The Holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. The Company shall, shall (together with all Participating Holders, shareholders 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all Initiating Holdersthe Holder. Notwithstanding any other provision of this Section 2.25, if the managing underwriter advises the Company Holder 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 the Holder and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders shareholders requesting inclusion in the registration as follows: (A) all securities proposed to be offered by the Company for its own account or for the account of holders of securities other than Registrable Securities shall be excluded before any Registrable Securities are excluded; and (B) if, after all non-Registrable Securities have been excluded, additional limitations are required, then the number of Registrable Securities included in the registration shall be allocated among all shareholders requesting inclusion thereof in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held proposed to be registered by such Holders shareholders at the time of filing the registration 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, including securities for the Company’s account (i.e., primary shares), are first entirely excluded from the underwritingstatement. 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 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 disapproves of the terms of the underwriting, such Holder it may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holdersother shareholders. 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 shall not a greater number of Registrable Securities held by other shareholders may be transferred included in a public distribution prior such registration (up to 90 days after the effective date maximum of such registrationany limitation imposed by the underwriters), or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, then the Company shall offer to all persons retaining the right to include securities Holder in the registration the right to include additional securities Registrable Securities in the registration, with such shares being allocated among all such Participating Holders same proportion used in proportion, as nearly as practicable, determining the underwriter limitation in this Section 5(b). If the registration does not become effective due to the respective amounts withdrawal of Registrable Securities held by such Participating Holders at the time behest of filing the Holder and the withdrawal of the registration statementis not at the request or on the advice of the Company or the underwriter nor is the result of a material adverse change in the Company's business, financial condition, results of operations or prospects since the date of the written request of the Holder pursuant to this Section 5 then either (1) the Holder requesting registration shall reimburse the Company for expenses incurred in complying with the request or (2) if the Holder fails to make such reimbursement, the aborted registration shall be treated as effected for purposes of Section 5(a)(ii)(B).

Underwriting. In the event that a registration pursuant to this ------------ Section 2.2 2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.2(a). 2(a)(i) of this Article I. In such event, the right of any Holder to participate in such registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in the underwriting arrangements required by this Section 2.22(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, shall (together with all Participating Holders, 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 and reasonably acceptable to Initiating Holders holding a majority in interest of Registrable Securities held by all the Initiating Holders. Notwithstanding any other provision of this Section 2.22, if the managing underwriter advises the Company in writing determines 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 registration. The Company shall so advise all Holders of Registrable Securities and other holders, if any, distributing their securities through such underwriting and the number of shares of Registrable Securities securities that may be included in the registration and underwriting (other than on behalf of the Company) shall be allocated among all Holders thereof and such other holders (provided that such other holders have contractual rights to participate in such registration which are not subordinate to the Holders) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed securities requested to be included in such registrationregistration by such Holders and such other holders; provided, -------- however, that in no event shall the number of shares amount of Registrable Securities to of the Holders ------- included in the offering be reduced below fifty percent (50%) of the total amount of securities included in such underwriting shall not offering (such 50% to be reduced unless all other securities, including securities for allocated among the Company’s account (i.e., primary sharesparticipating Holders pro rata based on the amount of Registrable Securities --- ---- owned by each Holder), are first entirely excluded from the underwriting. 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 the allocation of shares in accordance with the above provisions, the Company or the underwriters managing underwriter 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 Holder person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating HoldersHolders delivered at least twenty (20) days prior to the anticipated effective date of the registration statement. 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 ninety (90) days after the effective date of such registration, or such other shorter longer period (not to exceed one hundred and eighty (180) days) of time as the underwriters managing underwriter may require. If shares are withdrawn from registrationthe managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company shall offer to all persons retaining the right to may include securities for its own account (or for the account of other purchasers) in such registration if the registration managing underwriter so agrees and if the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held that would otherwise have been included in such registration and underwriting will not thereby be limited. If, pursuant to the provisions of this Section 2, the Company attempts to register Registrable Securities and a majority in interest of the Holders that requested such registration subsequently withdraw from such offering and, as a result, the offering of any Registrable Securities does not occur, then such withdrawal shall be deemed a demand registration for purposes of this Section 2 unless either (i) the withdrawal is due to material adverse information which was previously not known to the Holders or (ii) the Registration Expenses of the Company are fully reimbursed by such Participating Holders at the time of filing the registration statement.Holders. Company Registration. --------------------