Common use of Underwriting Clause in Contracts

Underwriting. In connection with any Underwritten Offering, the Company shall retain underwriters that are reasonably acceptable to such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities therein. Notwithstanding any other provision of this Section 2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. In connection with any Underwritten Offeringthe event that a registration pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as part of the notice given pursuant to Section 2.2(a). In such event, the right of any Holder or Holders to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in order the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to permit the Holder or Holders extent requested shall be limited to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersextent provided herein. The Company and the Holder or Holders shall shall, together with all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to selected for such underwriting by the Company and take all reasonable actions as are requested by the managing underwriters reasonably acceptable to facilitate the Underwritten Offering and sale Initiating Holders holding a majority of the Registrable Securities thereinheld by all Initiating Holders. Notwithstanding any other provision of this Section 22.2, if the managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among all Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statementstatement 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 Person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of 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 greater number 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 of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters)are withdrawn from registration, then the Company shall offer to all Holders who have included Registrable Securities persons retaining the right to include securities in the registration the right to include additional Registrable Securities securities in the same proportion used registration, with such shares being allocated among all such Participating Holders in determining proportion, as nearly as practicable, to the underwriter limitation in this Section 2(b). If the underwriter has not limited the number of shares respective amounts of Registrable Securities to be underwritten, held by such Participating Holders at the Company may include securities for its own account if time of filing the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedstatement.

Underwriting. In connection with Rosensaft shall have the right to include any Underwritten Offeringor all of the UTTC Shares in any underwriting of UTTC Common Stock, the Company shall retain underwriters that are reasonably acceptable to such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that such right shall be conditioned upon Rosensaft's requesting inclusion of such UTTC Shares in the Company underwriting and that the subsequent inclusion of such UTTC Shares in the underwriting shall have be on the exclusive right terms and conditions provided herein. In agreeing to select distribute the bookrunning managers. The Company UTTC Shares through such underwriting, Rosensaft shall (together with UTTC and the Holder or Holders shall other holders distributing their UTTC Common Stock through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinUTTC. Notwithstanding any other provision of Section 3.1 or this Section 23.2, if in the event that the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and on the number of shares of Registrable Securities UTTC Common Stock to be sold, then UTTC will be required to include in such offering only that number of shares of UTTC Common Stock which it is so advised should be included in such offering. The UTTC Common Stock proposed by UTTC to be sold shall have the first priority and all other shares of UTTC Common Stock, including the UTTC Shares and any other shares of UTTC Common Stock in which registration rights have been requested (the "Selling Shareholders' Shares"), shall be given a second priority without preference among the relevant holders. If less than all of the Selling Shareholders' Shares are to be included in the offering, such shares shall be included in the offering pro rata based on the total number of shares sought to be offered other than for issuance by UTTC. No person may participate in any offering hereunder unless such person (x) agrees to sell such person's UTTC Common Stock on the basis provided in any underwriting arrangements approved by UTTC and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. If market conditions force UTTC to limit the number of shares of UTTC Common Stock to be sold, UTTC shall so advise Rosensaft of the number of UTTC Shares that may be included in the registration offering and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of the filing of the registration statement. If any Holder of Registrable Securities Rosensaft disapproves of the terms of the any such underwriting, such Person he may elect to withdraw all or any portion of the UTTC Shares therefrom by written notice to the Company, the managing underwriter UTTC and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedunderwriter.

Underwriting. In connection with any Underwritten Offering, the The Company shall retain underwriters that are reasonably acceptable advise all Holders who elect to include any Registrable Shares in the IPO Registration Statement of the representative(s) of the underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder or Holders to include its Registrable Shares in order the IPO Registration Statement pursuant to permit the Holder or Holders to effect Section 2(b) shall be conditioned upon such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company Holder’s participation in such underwriting and the Holder or inclusion of such Holder’s Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the underwriter that is acceptable representative(s) of the underwriter(s) selected for such underwriting and complete and execute any questionnaires, irrevocable powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the terms of such underwriting, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the IPO Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, its Registrable Shares and take all reasonable actions as are such Holder’s intended method of distribution and any other representation required by law or reasonably requested by the managing underwriters underwriters. By electing to facilitate include Registrable Shares in the Underwritten Offering and IPO Registration Statement, the Holder of such Registrable Shares shall be deemed to have agreed not to effect any public sale or distribution of securities of the Registrable Securities therein. Notwithstanding any other provision of this Section 2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation Company of the number same or similar class or classes of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A, during such periods as reasonably requested (but in no event for a period longer than one hundred eighty (180) days following the effective date of the IPO Registration Statement) by the representatives of the underwriters, in an Underwritten Offering, or by the Company in any other registration and the underwriting agreement shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to include a lock-up providing for the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statementforegoing. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person Holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and underwriter(s), delivered no later than two (2) Business Days after the Initiating Holders. If IPO price range is communicated by the withdrawal of Company to such Holder. Any Registrable Securities a greater number of shares of Registrable Securities held by other Holders may Shares excluded or withdrawn from such underwriting shall be included in such registration (up to excluded and withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedIPO Registration Statement.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable to such Holder or so advise the Holders in order a written notice given pursuant to permit this Section 1.6. In such event, the right of any Holder or to registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to effect distribute their securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 21.6, if the managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among all Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders thereof in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by such other Holders at the time of filing the registration statement; 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 Registrable Securities included in such underwriting shall not be reduced below 25% of the 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 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 Person he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. If by the withdrawal of such The Registrable Securities a greater number of shares of Registrable Securities held by other Holders may so withdrawn shall also be included in withdrawn from such registration (up to the maximum of any limitation imposed by the underwriters)and, then the Company shall offer to all Holders who have included Registrable Securities in the registration case of the right Company’s Initial Public Offering, shall be subject to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited1.14.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i) hereof. In such event, the right of any Holder or Holders to registration pursuant to Section 2.2 hereof shall be conditioned upon such Holder’s participation in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 22.2, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders 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 that would otherwise requesting to be underwritten pursuant heretoincluded 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to among all the shares requested Holders requesting to be included by in the Initiating Holders registration and then the shares requested to be included by other Holders, with such shares allocated among such other Holders underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders them at the time of filing the registration 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 to the nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person Holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holders. If by the withdrawal of such The Registrable Securities a greater number of shares of Registrable Securities held by and/or other Holders may securities so withdrawn shall also 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedwithdrawn from registration.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder or to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 22.2, if the underwriter advises underwriters advise the Initiating Holders Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the Initiating Holders shall so advise all Holders underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may to be included in the registration and underwriting underwriting. In no event shall be allocated as set forth in this Section 2(b). The shares of any Registrable Securities be excluded from such registration and underwriting unless all other stockholders’ securities have been first excluded. In the event that may be included shall be allocated first to the shares underwriters determine that less than all of the Registrable Securities requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may registered can be included in such registration (up to the maximum of any limitation imposed by the underwriters)and underwriting, 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been that are included in such registration and underwriting will shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the registration and underwriting be reduced below thirty percent (30%) of the total amount of securities included in such registration and underwriting, unless such registration is the Initial Public Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above. If a person who has requested inclusion in such registration as provided above does not thereby agree to the terms of any such underwriting, such person shall also be limitedexcluded therefrom by written notice from the Company or the underwriter. The securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. In connection with any Underwritten Offering(a) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as part of the written notice given pursuant to Section 13.2(a)(i). In such event, the right of any Holder or Holders to registration pursuant to Section 13.2 shall be conditioned upon such Holder’s participation in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, directors and officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 213.2, if the underwriter advises the Initiating Holders in writing determines that marketing or other factors require a limitation of on the number of shares to be underwritten, the Initiating Holders shall so advise underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all Holders of the Registrable Securities that which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated as set forth in this Section 2(b)the following manner. The number of shares of Registrable Securities that may be included in the registration and underwriting on behalf of such Holders, directors and officers and Other Shareholders (if any) shall be allocated first allocated, to the shares requested extent consistent with any registration rights granted prior to be included by the Initiating Holders and then the shares requested to be included by other date hereof, among such Holders, with such shares allocated among such other Holders directors and officers and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by and other securities which they had requested to be included in such other Holders registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of the any such underwriting, such Person it, he or she may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by or other Holders may securities excluded or withdrawn from such underwriting shall be included in withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten Offeringthe event that the Initiating Holders intend to distribute the Registrable Securities by means of an underwriting, the Company shall retain underwriters that are reasonably acceptable advise the Holders as part of the notice given pursuant to such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, Section 2.1(a) hereof that the Company right of any Holder to registration pursuant to this Section 2.1 shall have be conditioned upon such Holder’s participation in the exclusive right to select the bookrunning managers. The Company underwriting arrangements required by this Section 2.1, and the Holder or inclusion of such Holder’s Registrable Securities in the underwriting, to the extent requested, shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale Holders holding a majority of the Registrable Securities thereinto be registered. Notwithstanding any other provision of this Section 22.1, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders 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 that would otherwise requesting to be underwritten pursuant heretoincluded 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to among all the shares requested Holders requesting to be included by in the Initiating Holders registration and then the shares requested to be included by other Holders, with such shares allocated among such other Holders underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders them at the time of filing the registration 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 to the nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such The Registrable Securities a greater number of shares of Registrable Securities held by and/or other Holders may securities so withdrawn shall also 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedwithdrawn from registration.

Underwriting. In connection with any Underwritten Offering(a) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3, and the Company shall retain underwriters that are reasonably acceptable include such information in the written notice referred to in Section 3.1(a). The right of any Holder to registration pursuant to Section 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. A Holder may elect to include in such underwriting all or a part of such Holder's Registrable Securities. (b) All Holders in order proposing to permit the Holder or Holders to effect such disposition distribute their securities through an Underwritten Offering; provided, however, that the Company shall have the exclusive right underwritten offering pursuant to select the bookrunning managers. The Company and the Holder or Holders this Section 3 shall enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters. The managing underwriters or underwriters for any such underwritten offering shall be selected by the managing underwriters Initiating Holder, subject to facilitate approval by the Underwritten Offering and sale of the Registrable Securities therein. Company, which approval will not be unreasonably withheld. (c) Notwithstanding any other provision of this Section 23, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that 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 set forth in this Section 2(b). The nearly as practicable) to the amount of Registrable Securities owned by each Holder; provided, however, that the number of shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the in such underwriting shall not be reduced unless all other shares requested to be included by other Holders, with of Common Stock are first entirely excluded from such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statementunderwriting. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by other Holders may excluded or withdrawn from such underwriting shall be included in withdrawn from 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(b)registration. If the underwriter has not limited the number of shares of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of shares of Registrable Securities which and other securities that would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. In connection with any Underwritten OfferingIf a registration statement referred to in the Piggyback Notice is for an underwritten offering, then the Company shall retain underwriters that are reasonably acceptable to so advise the Holders. In such event, the right of any such Holder or Holders to include Registrable Securities in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company a Registration shall have the exclusive right to select the bookrunning managers. The Company be conditioned upon such Holder's participation in such underwriting and the Holder or inclusion of such Holder's Registrable Securities in the underwriting as provided in this Agreement. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter that is acceptable or underwriters selected by the Company for such underwriting. With respect to the Company's Initial Public Offering or any other offering in which the Company, the AMCI Parties, and/or the FRC Parties are selling securities pursuant to a registration statement requiring notice to Holders of Registrable Securities under this Section 2.3, all Holders, whether or not they are participating in such offering, hereby agree not to effect any sale, transfer, assignment, pledge or conveyance of (including, without limitation, taking any short position in) Registrable Securities (or any securities of the Company and take all reasonable actions as are requested exchangeable or convertible into Registrable Securities) during the Lock-up Period beginning on the effective date of such registration statement filed by the managing underwriters Company, except as part of that registration; provided, however, that, with respect to facilitate offerings other than the Underwritten Offering and sale Company's Initial Public Offering, Holders who beneficially own less than 1% of the Registrable Securities thereinThen Outstanding shall not be subject to the Lock-up Period unless so required by the managing underwriter and, in such case, the Lock-up Period shall be reduced to a 90-day period beginning on the effective date of such registration statement (or such longer period as the sole underwriter or lead managing underwriter(s) may request in connection with the requirements of applicable NYSE or NASD rules). Each Holder agrees to enter into customary lock-up agreements with an underwriter consistent with the terms of the preceding sentence. Notwithstanding any other provision of this Section 2Agreement, if the underwriter advises the Initiating Holders managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the managing underwriter(s) may exclude shares of the Registrable Securities from the registration and the underwriting, and the number of shares of Registrable Securities that may will be included in the registration and the underwriting shall be allocated as set forth in this Section 2(b). The shares 2.2, or, if the underwriting is not pursuant to Section 2.2, first to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such other Holders at the time of filing the registration statementHolder. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. If by the withdrawal of such Any Registrable Securities a greater number excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. The defined term "Holder" shall be construed for purposes of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities this Section 2.3(b) in the same proportion used manner as set forth in determining the underwriter limitation in this last sentence of Section 2(b2.2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the holders of Registrable Securities as a part of the written notice given pursuant to Section 2(a)(i). In such Holder or Holders event, the right of any holders to registration pursuant to this Section shall be conditioned upon such holder's participation in order such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to permit the Holder or Holders extent provided herein. All holders of Registrable Securities proposing to effect distribute their securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to representative of the Company and take all reasonable actions as are requested underwriter(s) selected by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 2, if the underwriter representative of the underwriters advises the Initiating Holders in writing that marketing factors require a limitation Company of the need for an Underwriter's Cutback, the representative may (subject to the limitations set forth below) limit the number of shares Registrable Securities to be underwrittenincluded in the registration and underwriting; provided, however, that Registrable Securities shall be included in any over-allotment option granted to the Initiating Holders underwriters before inclusion of any shares from the Company. The Company shall so advise all Holders holders of Registrable Securities that would otherwise be underwritten pursuant heretosecurities requesting registration of the Underwriter's Cutback, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement9. If any Holder of Registrable Securities disapproves of person does not agree to the terms of the any such underwriting, such Person may elect to withdraw it shall be excluded therefrom by written notice to from the Company, Company or the managing underwriter and the Initiating Holders. If by the withdrawal of any securities so excluded or withdrawn from such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may underwriting shall be included in withdrawn from such registration (up to the maximum of any limitation imposed by the underwriters"Withdrawn Securities"). If there are Withdrawn Securities and if there was an Underwriter's Cutback, then the Company shall then offer to all Holders persons who have included Registrable Securities retained the right to include securities in the registration the right to include additional Registrable Securities securities in the same proportion used registration in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited an aggregate amount equal to the number of shares of Registrable Withdrawn Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which that would otherwise have been included in the registration after giving effect to the Underwriter's Cutback had such registration and underwriting will securities not thereby been withdrawn, with such shares to be limitedallocated among such holders requesting additional inclusion in accordance with Section 9.

Underwriting. In connection with The right of any Underwritten Offering, holder of Registrable Securities to registration pursuant to Section 8.2.1 shall be conditioned upon such holder's participation in the Company shall retain underwriters that are reasonably acceptable to such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or Holders inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter that is acceptable or underwriters selected for such underwriting by the Company. Such holders of Registrable Securities shall also execute and deliver, to the extent required by the managing underwriter, a Custody Agreement and Power of Attorney satisfactory to the Company and take all reasonable actions as are requested by the managing underwriters with respect to facilitate the Underwritten Offering and sale of the Registrable Securities to be registered. The Custody Agreement and Power of Attorney will provide, among other things, that such holders of Registrable Securities will deliver to and deposit in custody with the custodian named therein a certificate or certificates representing such Registrable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney, respectively, on the holder's behalf with respect to matters specified therein, including the execution and delivery of an underwriting agreement. Notwithstanding any other provision provisions of this Section 28.2, if the managing underwriter determines and advises the Initiating Holders in writing Company that marketing factors require a limitation of on the number of shares to be underwritten, the Initiating Holders underwriter and the Company may limit or exclude entirely the Registrable Securities to be included in any registration and underwriting. In such event, the Company shall so advise all Holders holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of Common Stock (including the Registrable Securities Securities) or other securities that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares among all holders of Registrable Securities that may be included shall be allocated first to the shares requested and any other holders of Common Stock or other securities requesting to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders registered in proportion, as nearly as practicable, to the respective amounts of Common Stock (including the Registrable Securities) or other securities that were proposed to be sold by all holders of Registrable Securities held and holders of Common Stock or other securities entitled to participate therein. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such other Holders at the time of filing the registration statementregistration. If any Holder holder of Registrable Securities disapproves of the terms of the underwriting, such Person holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter(s). If The Registrable Securities so withdrawn shall also be withdrawn from registration; provided that if by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders 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 holders who have included Registrable Securities in the registration the right to include additional Registrable Securities shares in the same proportion used in determining effecting the underwriter limitation referred to above in this Section 2(b)8.2.2. If With respect to any registration withdrawal by the underwriter has not limited the number of shares of Registrable Securities Company pursuant to be underwrittenthis Section 8.2.2, the Company may include securities for shall have the right to withdraw such registration at any time at its own account if sole discretion without the underwriter so agrees and if consent or approval of any stockholder, including the number of shares holders of Registrable Securities which would otherwise have been included Securities, in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 6(a)(i). In such event, the right of any Holder or Holders to registration pursuant to Section 6 shall be conditioned upon such Holder's participation in order such underwriting to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersextent provided herein. The Company and the Holder or shall (together with all Holders shall proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 26, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall managing underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting, provided that the Company may limit, to the extent so advise all Holders advised by the underwriters, the amount of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may to be included in the registration and by the Holders to an amount not less than 30% of the total number of securities included in the offering, unless such offering is the initial public offering of the Company's securities, in which case all Registrable Securities may be excluded from such offering. No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be allocated as set forth included in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statementregistration. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating other Holders. If The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, however, that if by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall may offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b6(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise Holder as a part of the written notice given pursuant to this Section. In such event, the right of Holder or Holders to registration pursuant to this Section shall be conditioned upon such Holder's participation in order such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to permit the extent provided herein. If Holdxx xxxposes to distribute their securities through such underwriting, Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 2Section, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders managing underwriter may limit the amount of all shares held by the existing shareholders of the Company. The Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, Holder and the number of shares of Registrable Securities that may be included in the registration and underwriting shall shall, unless the Company has agreed otherwise with any shareholder, be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to among all the shares requested shareholders requesting to be included by in the Initiating Holders registration and then the shares requested to be included by other Holders, with such shares allocated among such other Holders underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders them at the time of filing the registration statementstatement and among all other holders of registration rights with the Company in accordance with their agreements. 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 Holdxx xxxapproves of the terms of the any such underwriting, such Person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. If a Piggyback Registration is an underwritten offering, then the Company will so advise the Holders of Registrable Securities. In connection with any Underwritten Offeringthis event, the Company shall retain underwriters that are reasonably acceptable right of any Holder’s Registrable Securities to such Holder or Holders be included in order to permit a Piggyback Registration will be conditioned upon the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that Holder’s participation in the offering in the same terms and conditions as the Securities for the account of the Company shall have or other shareholders, as the exclusive right to select the bookrunning managers. The Company case may be, and the Holder or inclusion of the Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders shall proposing to distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to or underwriters selected for the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinunderwriting. Notwithstanding any other provision of this Section 2Agreement, if the underwriter advises the Initiating Holders managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of managing underwriter(s) may exclude shares (including Registrable Securities that would otherwise be underwritten pursuant heretoSecurities) from the Piggyback Registration and the underwriting, and the number of shares of Registrable Securities that may be included in the registration Piggy Registration and underwriting shall the Piggyback Registration will be allocated as set forth allocated, first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in this Section 2(b). The shares such Registration Statement on a pro rata basis based on the total number of Registrable Securities that may be included shall be allocated first to the shares then held by each such Holder and third, any other securities requested to be included in such offering by any other shareholders of the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statementCompany. If any Holder of Registrable Securities disapproves of the terms of the any underwriting, such Person the Holder may elect to withdraw therefrom form it by written notice to the CompanyCompany and the underwriter, delivered at least ten Business Days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the Piggyback Registration. For any Holder that is a partnership or corporation, the managing underwriter partners, retired partners and the Initiating Holders. If by the withdrawal shareholders of such Registrable Securities 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 will be deemed to be a greater number single “Holder,” and any pro rata reduction with respect to such “Holder” will be based upon the aggregate amount of shares of Registrable Securities held carrying registration rights owned by other Holders may be all entities and individuals 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 “Holder,” as defined in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedsentence.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 1.6(a)(i). In such event, the right of any Holder or to registration pursuant to Section 1.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into and perform their obligations under an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 21.6, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders managing underwriter may limit the number of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the participating Holders by the Company; provided, that, (i) with respect to the IPO, the managing underwriter may exclude all of such Registrable Securities and (ii) with respect to any registration following the IPO, the managing underwriter may exclude only such number of Registrable Securities that may be included shall be allocated first to as would provide the Holders requesting registration with at least thirty percent (30%) of the total number of shares requested to be included by the Initiating Holders registered and then the shares requested sold pursuant to such registration; provided further that (X) in no event shall any Registrable Securities be included by excluded from such offering unless all other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of shareholders' securities are first excluded and (Y) any Registrable Securities held by a Founder shall be excluded before any other Registrable Securities are excluded. 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. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such other Holders at Holder, or the time estates and family members of filing any such partners and retired partners and any trusts for the registration statementbenefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. If any Holder of Registrable Securities or other holder disapproves of the terms of the any such underwriting, such Person he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter 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 ninety (90) days after the Initiating Holders. If by the withdrawal effective date of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedstatement relating thereto.

Underwriting. In connection with any Underwritten OfferingIf the Initiating 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 3.2, and the Company shall retain underwriters that are reasonably acceptable include such information in the written notice referred to in Section 3.2(a)(i). In such event, the right of any Holder or Holders to registration pursuant to this Section 3.2 shall be conditioned upon such Holder’s participation in order such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersextent provided herein. The Company and shall, together with all holders of Registrable Securities of the Holder or Holders shall Company proposing to distribute their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter that is acceptable or underwriters selected by a majority-in-interest of the Initiating Holders and reasonably satisfactory to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 23.2, if the underwriter advises shall advise the Initiating Holders in writing Company that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant heretohave 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated pro rata among such other Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement. If any Holder Registration Statement; provided that the number of Registrable Securities disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to underwriting shall not be reduced unless all other securities are first entirely excluded from the maximum of underwriting; provided, further, that any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in the registration the right to include additional like manner. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in the same proportion used in determining the underwriter limitation in this Section 2(b)such registration. If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of any other Persons) in such registration if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Purchasers as a part of the written notice given pursuant to Section 2(a)(i). In such Holder or Holders event, the right of any Purchaser to registration pursuant to Section 2 shall be conditioned upon such Purchaser’s participation in order such underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to permit the Holder or Holders extent provided herein. All Purchasers proposing to effect distribute their securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other Purchasers distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders 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 that would otherwise Purchasers requesting to be underwritten pursuant heretoincluded 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to among all the shares requested Purchasers requesting to be included by in the Initiating Holders registration and then the shares requested to be included by other Holders, with such shares allocated among such other Holders underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held sought to be included by such other Holders at them. To facilitate the time allocation of filing shares in accordance with the registration statementabove provisions, the Company or the underwriters may round the number of shares allocated to any Purchaser to the nearest 100 shares. If any Holder of Registrable Securities Purchaser disapproves of the terms of the any such underwriting, such Person 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. If by the withdrawal shareholders of such Registrable Securities Purchaser, 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 greater number single “Purchasers,” and any pro rata reduction with respect to such “Purchasers” shall be based upon the aggregate amount of shares of Registrable Securities held carrying registration rights owned by other Holders may be all entities and individuals 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 “Purchasers,” as defined in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedsentence.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 6(a)(i). In such event the right of any Holder or to registration pursuant to Section 6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit the Holder or Holders to effect distribute their securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 26, if the managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders managing underwriter may limit the number of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares by reducing the number of Registrable Securities that may be included shall be allocated first to on behalf of the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among on a pro-rata basis (or in such other Holders in proportionproportions as shall mutually be agreed upon by such Holders), as nearly as practicable, to based on the respective amounts total number of Registrable Securities entitled to registration held by each Holder, but in no event shall the amount of securities of the Holders included in the offering be reduced below ten percent (10%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company, in which case the securities of the Holders can be excluded in their entirety; provided, however, that any such limitation or "cutback" shall be first applied to all shares proposed to be sold in such offering other than for the account of the Company which are not Registrable Securities. The Company shall advise all Holders at the time of filing the registration statementRegistrable Securities which would otherwise be registered and underwritten pursuant hereto of any such limitations. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by other Holders may excluded or withdrawn from such underwriting shall not 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 3.3(a)(i). In such event the right of any Holder or to registration pursuant to this Section 3.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their Registrable Securities through such underwriting shall, together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other parties distributing their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 23.3, if the underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting subject to the terms of this Section 3.3. The Company shall so advise all Holders holders of Registrable Securities the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities Securities, that may be included in the registration and underwriting shall be allocated as set forth in the following manner: (i) first, shares, other than Registrable Securities and other securities that have contractual rights with respect to registration similar to those provided for in this Section 2(b). The 3.3, requested to be included in such registration by stockholders shall be excluded, and (ii) second, if a limitation on the number of shares still is required, securities other than Registrable Securities that have contractual rights with respect to registration shall be excluded, and (iii) third, if a limitation on the number of shares is still required, the number of Registrable Securities that may be included shall be allocated first to among the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such other Holders Holder at the time of filing the Registration Statement; provided, however, that the aggregate value of securities (including Registrable Securities) to be included in such registration statementby the Holders may not be so reduced to less than 25% of the total value of all securities included in such registration except in the Company’s IPO (as defined below). For purposes of any such underwriter cutback, all Registrable Securities and other securities held by any holder that is a partnership, limited liability company or corporation shall also include any Registrable Securities held by the partners, retired partners, members, stockholders or affiliated entities of such holder, or the estates and family members of any such partners, retired partners, members and any trusts for the benefit of any of the foregoing Persons, and such holder and other Persons shall be deemed to be a single “selling holder,” and any pro rata reduction with respect to such “selling holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling holder,” as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Except as specifically set forth herein, nothing in this Section 3.3(b) is intended to diminish the number of securities to be included by the Company in the underwriting. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person it may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such The Registrable Securities a greater number of shares of Registrable Securities held by other Holders may so withdrawn shall also 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedwithdrawn from registration.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i) and in such event, the right of any Holder or to registration pursuant to Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 22.2, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders managing underwriter may (subject to the limitations set forth below in this Section 2.2), exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. In such event, the Company shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first first, to the shares requested to be included by the Initiating Company, second, among Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as of the date of the notice pursuant to Section 2.2(a)(i) above and, third, among all other Holders at the time of filing holders. If the registration statementis a Qualified IPO wherein all of the Preferred Stock are automatically converted to Common Stock, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting; provided that no other securities are registered and sold in a Qualified IPO other than those securities registered and sold for the account of the Company. If the registration is other than a Qualified IPO, the managing underwriter may limit the amount of securities to be included in the registration and underwriting by the Company’s stockholders; provided, however, that the number of Registrable Securities to be included in such registration and underwriting shall not be reduced to less than thirty percent (30%) of the aggregate securities included in such registration without the prior consent of at least a majority of the Holders who have requested their shares to be included in such registration and underwriting; and provided, further, that the number of Registrable Securities to be included in such underwriting shall not be reduced until all other securities, including the Common Stock held by any other Person, are first entirely excluded from the underwriting. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by other Holders may excluded or withdrawn from such underwriting shall be included in deemed withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Shareholders as a part of the written notice given pursuant to section 1.2. In such Holder or Holders event the right of the Shareholders to registration pursuant to section 1.2 shall be conditioned upon participation in order such underwriting and the inclusion of such Registrable Securities in the underwriting to permit the Holder or Holders extent provided herein. All shareholders, including the Shareholders, proposing to effect distribute their securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. * * Notwithstanding any other provision of this Section 2Agreement, if the managing underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares among all holders of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders holders at the time of filing the registration statement. If any Holder such offering is other than the first registered offering of ZiaSun securities to the public, the underwriter may not limit the Registrable Securities disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration offering to less than 20% of the securities included therein (up to based on aggregate market values.) ZiaSun shall advise the maximum Shareholders and all shareholders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto of any limitation imposed by the underwriters)such limitations, 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(b). If the underwriter has not limited and the number of shares of Registrable Securities that may be included in the registration. If the Shareholders disapproves of the terms of any such underwriting, they may elect to withdraw there from by written notice to ZiaSun and the underwriter. Any securities excluded or withdrawn from such underwriting shall not be underwrittentransferred prior to 90 days after the effective date of the registration statement for such underwriting, the Company may include securities for its own account if or such shorter period as the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedmay require.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 7.3(a)(i). In such event the right of any Holder or to registration pursuant to Section 7.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit the Holder or Holders to effect distribute their securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is or underwriters selected by the Company, which underwriters shall be reasonably acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale a majority in interest of the Registrable Securities thereinparticipating Holders. Notwithstanding any other provision of this Section 27.3, if the underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the Initiating Holders 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 Registrable Securities that would otherwise be underwritten pursuant heretosecurities 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) 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with among all such shares allocated among such other 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 other 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 disapproves or any Other Stockholder disapprove of the terms of the any such underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by or other Holders may securities excluded or withdrawn from such underwriting shall be included in withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten Offering, If the registration of which the Company gives ------------ notice is for a registered public offering involving an the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to subsection 2.3(a)(i). In such event the right of any Holder or to registration pursuant to this subsection 2.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other shareholders, if any, distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested Underwriter selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 2subsection 2.3, after the first sale by the Company of its securities to the public in a firmly underwritten public offering (from which offering any or all shares of Registrable Securities and other shareholders' securities may be excluded by the Underwriter if the Underwriter determines that marketing factors require a limitation of the number of shares to be underwritten), if the underwriter advises the Initiating Holders in writing Underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders Underwriter may limit the amount of Registrable Securities that would otherwise securities to be underwritten pursuant heretoincluded in the registration and underwriting by the Company's shareholders; provided, and however, the number of shares to be included in such registration and underwriting by the Holders and other shareholders possessing registration rights shall not be reduced to less than 20% of Registrable Securities the aggregate securities included therein without the prior written consent of all of such shareholders requesting inclusion of their shares therein. The number of shares that may be included in the registration and underwriting shall be allocated as set forth first among the Holders in this Section 2(b). The shares proportion to the number of Registrable Securities that may be included shall be allocated first to the shares requested to be included then held by the Initiating Holders each, and then the shares requested to be included by thereafter among all other Holders, with such shares allocated among such other Holders shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities securities entitled to inclusion in such registration held by such other Holders shareholders at the time of filing of the registration statement. If any Holder of Registrable Securities such shareholder disapproves of the terms of the any such underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating HoldersUnderwriter. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by other Holders may excluded or withdrawn from such underwriting shall be included in excluded from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder or to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 22.2, in the case of a registration initiated by the Company to register shares to be offered and sold by the Company, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating managing underwriter may limit the Registrable Securities and other securities held by holders of registration rights to be included in such registration; provided, however, that the managing underwriter may exclude up to a maximum of (i) in a registration relating to the first underwritten firm commitment public offering of the Company for its own account, 100% of the Registrable Securities and other securities held by Holders so requested to be included in such registration provided that no securities other than securities being included on behalf of the Company are included in such registration, and (ii) in any other registration, the amount of Registrable Securities and other securities held by Holders which would result in the amount of Registrable Securities owned by the Holders to be included in such offering being not less than 25% of total amount of securities being offered by the Company and all Holders distributing their securities in such offering (provided that shares may not be excluded on behalf of the Holders unless (i) the Company first excludes shares not entitled to registration rights or having registration rights subordinate to the registration rights of the Holders and (ii) the Holders are entitled to include shares on at least a pro rata basis as compared to all other holders of registration rights which are on parity with those of the Holders). The Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant heretodistributing their securities through such underwriting, and the number of shares of Registrable Securities and such other securities that may be included in the registration and underwriting on behalf of persons other than the Company shall be allocated as set forth among all Holders proposing to include shares in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders registration and then the shares requested to be included by other Holders, with such shares allocated among such other Holders underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities entitled to registration rights held by such other Holders 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 to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person the Holder may elect to withdraw therefrom by written notice to the Company, without prejudice to the managing underwriter right of any Holder to request registration pursuant to Section 2.1. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and, in the case of an initial public offering of the Company (an “IPO”), shall not be transferred in a public distribution prior to one hundred and eighty (180) days after the Initiating Holders. If by effective date of the withdrawal registration statement relating thereto or such other shorter period of such Registrable Securities a greater number of shares time as the underwriters may require; provided, however, that the restrictions on transfers of Registrable Securities held described in the immediately preceding clause shall be conditional on the Company using commercially reasonable efforts to ensure that each director, officer of the Company and each holder of one percent (1%) or more of any class of the Company’s securities is subject to restrictions on transfer of like terms and duration. Notwithstanding the foregoing, in the event that any underwritten registration is effected by the Company pursuant to this Section 2.2 upon the demand of a holder or holders of securities of the Company (other than Holders) who are entitled to require the Company to effect such a registration on their behalf, then the Holders may be included entitled to participate in such registration (up shall be entitled to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities include in the registration the right and underwriting all securities entitled to registration that they desire to include additional Registrable Securities in therein, prior to the same proportion used in determining inclusion of any securities on behalf of the underwriter limitation in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedCompany.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event, the right of any Holder or Holders to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 23, if the underwriter registration is an underwritten primary registration on behalf of the Company, and if the representative of the underwriters advises the Initiating Holders Company in writing that marketing factors require a limitation of on the number of shares to be underwrittenunderwritten and/or that the number of shares of Registrable Securities proposed to be included would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the Initiating Holders representative may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. If the number of Registrable Securities to be included is limited, the Company shall so advise all Holders holders of Registrable Securities that would otherwise be underwritten pursuant heretosecurities requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares Company for securities being sold for its own account and second, the Registrable Securities requested to be included therein by the Initiating Holders and then the shares other securities requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up pro rata among all the holders of such securities on the basis of the number of shares requested to be registered by such holders or as such holders may otherwise agree. If any person does not agree to the maximum terms of any limitation imposed such underwriting, he shall be excluded therefrom by the underwriters), then written notice from the Company shall offer to all Holders who have included or the underwriter. Any Registrable Securities in or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding any other provision of this Section 3, if the registration is an underwritten secondary registration on behalf of the right VP Entities, and if the representative of the underwriters advises the Company or the VP Entities in writing that marketing factors require a limitation on the number of shares to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited be underwritten and/or that the number of shares of Registrable Securities proposed to be underwrittenincluded would adversely affect the price per share of the Company’s equity securities to be sold in such offering, the representative may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. If the number of Registrable Securities to be included is limited, the Company may include shall so advise all holders of securities for its own account if the underwriter so agrees requesting registration, and if the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated to securities requested to be included by the Company, the Registrable Securities which would otherwise have been requested to be included therein by the Holders and other securities requested to be included in such registration pro rata on the basis of the number of shares requested to be registered by the Company, the Holders and such other holders or as the Company, the Holders and such other holders may otherwise agree. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting will not thereby shall be limitedwithdrawn from such registration.

Underwriting. In connection with any Underwritten Offeringthe event that a registration pursuant to Section 1.2 is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as part of the notice given pursuant to Section 1.2(a)(i). The right of any Holder to registration pursuant to Section 1.2 shall be conditioned upon such Holder Holder's participation in the underwriting arrangements required by this Section 1.2 and the inclusion of such Holder's Registrable Securities in the underwriting, to the extent requested, to the extent provided herein. Notwithstanding the foregoing, the Initiating Holders seeking registration may (i) determine whether or Holders in order not an offering pursuant to permit this section will be underwritten and (ii) if underwritten, who the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersmanaging underwriter will be. The Company and the Holder or shall (together with all Holders shall proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinInitiating Holders. Notwithstanding any other provision of this Section 21.2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among all Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement; provided, however, that the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such The Registrable Securities a greater number of shares of Registrable Securities held by and/or other Holders may securities so withdrawn shall also 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedwithdrawn from registration.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 2.5(a)(i). In such event, the right of any Holder or to registration pursuant to Section 2.5 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit the Holder or Holders to effect distribute their securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders of securities distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 22.5, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the participating Holders by the Company; provided, however, that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may to be included in the registration and such underwriting shall not be allocated as set forth in this reduced unless all other securities proposed to be sold by the employees or directors of the Company other than the Holders exercising their respective registration rights under Section 2(b). The shares 2.5(a) are first entirely excluded from the underwriting; provided further that except for the Qualified IPO, at least 25% of the Registrable Securities that may be included shall be allocated first to the shares requested to be included in such underwriting shall be so included, unless such offering is the Qualified IPO, in which case the selling Holders may be totally excluded if the underwriters make the determination described above. The number of securities includable by any Holder or other person may, in the Initiating Holders and then discretion of the shares requested underwriters, be rounded to the nearest one hundred (100) shares. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included by other Holders, with in such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statementregistration. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person he or she may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of Any securities excluded or withdrawn from such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may underwriting shall be included in withdrawn from 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(b)registration. If the underwriter has not limited the number of shares of Registrable Securities to be underwrittenunderwritten for the Company’s account and the accounts of the Holders, the Company may include securities for its own account if the underwriter so agrees accounts of employees, officers, directors and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedconsultants.

Underwriting. In connection with any Underwritten OfferingIf a registration statement under which the Company gives notice under this Section 5(b) is for an underwritten offering, then the Company shall retain underwriters that are reasonably acceptable to so advise the Holders of Registrable Securities. In such event, the right of any such Holder or Holders to include Registrable Securities in order a registration pursuant to permit the Holder or Holders to effect this Section 5(b) shall be conditioned upon such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company Holder's participation in such underwriting and the Holder or inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriter(s) selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 2Agreement, if the underwriter advises the Initiating Holders managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of managing underwriter(s) may exclude shares (including Registrable Securities that would otherwise be underwritten pursuant heretoSecurities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that may the Company shall not reduce the number of Registrable Securities to be included in such registration and underwriting to less than thirty-three percent (33%) of the total number of shares to be underwritten; provided further, that no shares shall be included in such registration other than shares for the account of the Company or the Holders. In the event of a limitation by the Company of the number of Registrable Securities to be included in such registration and underwriting, the Company shall so advise all Holders requesting registration, and the number of shares or securities that are entitled to be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders each Holder at the time of filing of the registration statement. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person Holder may elect to withdraw therefrom by written notice to the CompanyCompany and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the managing underwriter partners, retired partners, members and the Initiating Holders. If by the withdrawal shareholders of such Registrable Securities Holder, or the estates and family members of any such partners, retired partners and members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a greater single Holder, and any pro rata reduction with respect to such Holder shall be based upon the aggregate number of shares of Registrable Securities held owned by other Holders may be all entities and individuals 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedHolder.

Underwriting. In connection with any Underwritten Offering, the The Company shall retain advise the Holders of the managing underwriters that are reasonably acceptable to such Holder or Holders in order to permit for the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that Offering proposed under the Company shall have the exclusive right to select the bookrunning managersIPO Registration Statement. The Company right of any such Holder's Registrable Shares to be included in any IPO Registration Statement pursuant to this Section 2(b) shall be conditioned upon such Holder's participation in such Underwritten Offering and the Holder or inclusion of such Holder's Registrable Shares in the Underwritten Offering to the extent provided herein. All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriter that is acceptable managing underwriters selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company and take all reasonable actions such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinunderwriters. Notwithstanding any other provision of this Section 2Agreement, if the underwriter advises the Initiating Holders managing underwriters determine in writing good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded, then the Initiating Holders shall so advise all Holders of managing underwriters may exclude shares (including Registrable Securities that would otherwise be underwritten pursuant hereto, Shares) from the IPO Registration Statement and the number of shares of Registrable Securities that may be Underwritten Offering and any Shares included in the registration IPO Registration Statement and underwriting the Underwritten Offering shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holdersallocated, with such shares allocated among such other Holders in proportion, as nearly as practicablefirst, to the respective amounts Company, and second, to each of the Holders requesting inclusion of their Registrable Shares in such IPO Registration Statement on a pro rata basis based on the total number of Registrable Securities Shares then held by each such other Holders at the time of filing the registration statementHolder which is requesting inclusion. If any Holder of Registrable Securities disapproves of the terms of the underwritingany Underwritten Offering, such Person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration underwriter, delivered at least ten (up 10) Business Days prior to the maximum effective date of any limitation imposed by the underwriters), then IPO Registration Statement. Any Registrable Shares excluded or withdrawn from such Underwritten Offering shall be excluded and withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedIPO Registration Statement.

Underwriting. If a registration statement as to which Tality gives notice under this Section 3.4(c) is for an underwritten offering, then Tality shall so advise the Holders of Registrable Securities. In connection with any Underwritten Offeringsuch event, the Company right of any such Holder's Registrable Securities to be included in a registration pursuant to this Section 3.4(c) shall retain underwriters that are reasonably acceptable to be conditioned upon such Holder or Holders Holder's participation in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter that is acceptable or underwriters selected for such underwriting (including a market stand-off agreement of up to the Company and take all reasonable actions as are requested 180 days if required by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinsuch underwriters). Notwithstanding any other provision of this Section 2Agreement, if the underwriter advises the Initiating Holders managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of managing underwriter(s) may exclude Registrable Securities that would otherwise be underwritten pursuant heretofrom the registration and the underwriting, and the number of shares of Registrable Securities that may be included in the registration and the underwriting shall be allocated as set forth allocated, FIRST to Tality and, SECOND, to each of the Holders requesting inclusion of their Registrable Securities in this Section 2(b). The shares such registration statement on a pro rata basis based on the total number of Registrable Securities of each such Holder; PROVIDED, HOWEVER, that may be included the right of the underwriters to exclude Registrable Securities from the registration and underwriting as described above shall be allocated first to restricted so that (A) the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of Registrable Securities for which inclusion has been requested; and (B) all shares that are not Registrable Securities and are held by any other Person, including any employee, officer or director (other than a director who is also an officer or director of Cadence) of Tality (or any Subsidiary of Tality) shall first be excluded from such other Holders at the time of filing the registration statementand underwriting before any Registrable Securities are so excluded. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person Holder may elect to withdraw therefrom by written notice to Tality and the Companyunderwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the managing underwriter Holder and the Initiating Holders. If by the withdrawal partners and retired partners of such Registrable Securities Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a greater number corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares of Registrable Securities held carrying registration rights owned by other Holders may be all entities and individuals 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 "Holder," as defined in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedsentence.

Underwriting. (a) In connection no event will Preferred Registrable Securities be included in an Initial Public Offering unless, in the sole and absolute discretion of the managing underwriter, the inclusion of Preferred Registrable Securities would not make it impracticable or inadvisable to market the shares of Common Stock to be included in such offering. If the managing underwriter determines that Preferred Registrable Securities may be included in the Initial Public Offering, however, the number of Preferred Registrable Securities proposed to be included in such offering should be limited because the inclusion of Preferred Registrable Securities is likely to adversely impact the purchase price for the Common Stock to be included in such offering, then, upon such determination, the number of shares that may be included in the underwriting shall be allocated as follows: first, to the Company; and second, to the Holders of Preferred Registrable Securities on a pro rata basis based on the total number of Preferred Registrable Securities held by them. In no event will Common Registrable Securities be included in an Initial Public Offering. (b) If the registration statement under which the Company gives notice under Section 2.3 is for an underwritten offering (other than with any Underwritten respect to an Initial Public Offering), the Company shall retain underwriters that are reasonably acceptable to so advise the Holders of Registrable Securities. In such event, the right of any such Holder or Holders to be included in order a registration pursuant to permit the Holder or Holders to effect Section 2.3 shall be conditioned upon such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company Holder’s participation in such underwriting and the Holder or inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter that is or underwriters reasonably selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale Holders of not less than a majority of the Preferred Registrable Securities thereinparticipating in such underwritten offering). Notwithstanding any other provision of contained in this Section 2Agreement, if the managing underwriter advises determines in good faith that the number of shares proposed to be included in an offering under Section 2.3 should be limited because the inclusion of Registrable Securities is likely to adversely impact the purchase price for the shares to be included in such offering, the number of shares that may be included in the underwriting shall, be allocated as follows: first, to the Company; provided, however, that the number of shares proposed by the Company to be included in the underwriting may be reduced by up to twenty percent (20%); and second, to the Holders of Registrable Securities on a pro rata basis based on the total number of Registrable Securities held by them. (c) If the Initiating Holders pursuant to Section 2.2(a) intend to distribute the Preferred Registrable Securities covered by a request made pursuant to Section 2.2(a) hereof by means of an underwriting, they shall so advise the Company as a part of any such requests and the Company shall include such information in writing the written notice referred to in Section 2.2(a). In such event, the right of any Holder to include its Registrable Securities in such a registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision contained in this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of on the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares follows: first, to the Holders of Registrable Securities that may be included shall be allocated first to on a pro rata basis based on the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts total number of Registrable Securities held by them; and second, to the Company. In no event will shares of any selling stockholder other than a Holder be included in a registration effected pursuant to Section 2.2(a) without the written consent of the Holders holding not less than a majority of the Preferred Registrable Securities then outstanding, voting as a single class, and Holders holding not less than a majority of the Common Registrable Securities then outstanding, voting as a single class, if such inclusion would reduce the number of shares that may be included by such Holders. (d) If the Initiating A-2 Holders pursuant to Section 2.2(b) intend to distribute the Preferred Registrable Securities covered by a request made pursuant to Section 2.2(b) hereof by means of an underwriting, they shall so advise the Company as a part of any such request and the Company shall include such information in the written notice referred to in Section 2.2(b). In such event, the right of any Holder to include its Preferred Registrable Securities in such a registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Preferred Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Initiating A-2 Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision contained in this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation on the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated as follows: first, to the Series A-2 Investors; second, to all other Holders at of Registrable Securities on a pro rata basis based on the time total number of filing Registrable Securities held by them; and third, to the Company. (e) If any Holders of Preferred Registrable Securities intend to distribute the Preferred Registrable Securities covered by a request made pursuant to Section 2.4 by means of an underwriting, they shall so advise the Company as a part of any such requests and the Company shall include such information in the written notice referred to in Section 2.4 hereof. In such event, the right of any Holder to include its Registrable Securities in such a registration statementshall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority of the Holders requesting registration under Section 2.4 (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision contained in this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation on the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated as follows: first, to the Holders of Registrable Securities on a pro rata basis based on the total number of Registrable Securities held by them; and second, to the Company. In no event will shares of any selling stockholder other than a Holder be included in a registration effected pursuant to Section 2.4 without the written consent of the Holders holding not less than a majority of the Preferred Registrable Securities then outstanding, voting as a single class, and Holders holding not less than a majority of the Common Registrable Securities then outstanding, voting as a single class, if such inclusion would reduce the number of shares that may be included by such Holders. (f) If any Holder of Registrable Securities disapproves of the terms of the an underwriting, such Person Holder may elect to withdraw therefrom by written notice to the Companymanaging underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, corporation or limited liability company, the managing underwriter partners, retired partners, members, retired members and the Initiating Holders. If by the withdrawal stockholders of such Registrable Securities Holder, or the estates and family members of any such partners, retired partners, members, retired members and stockholders and any trusts for the benefit of any of the foregoing person shall be deemed to be collectively a greater number single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares of Registrable Securities held carrying registration rights owned by other Holders may be all entities and individuals 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 “Holder,” as defined in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedsentence.

Underwriting. In connection with any Underwritten Offeringthe event that a registration pursuant to Section 1.3 is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders by promptly giving written notice of the proposed registration to all other Holders. In such event, the right of any Holder or Holders to participate in order such registration shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 1.3, and the inclusion of such Holder's Registrable Securities in the underwriting to permit the Holder or Holders extent requested shall be limited to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersextent provided herein. The Company and the Holder or shall (together with all Holders shall proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable selected for such underwriting by a majority in interest of the Initiating Holders, as applicable, but subject to the Company and take all Company's reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinapproval. Notwithstanding any other provision of this Section 21.3, if the managing underwriter advises the Initiating Holders 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 Initiating Holders Company shall so advise all participating Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among all Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other 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 the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other shareholders) in such registration if the underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited. If the number of Registrable Securities excluded from the underwriting exceeds fifty percent (50%) of the total Registrable Securities requested to be included in such underwriting by the Holders, then Holders of a majority of the Registrable Securities requested to be included in such underwriting may elect to terminate the registration 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 Person person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. If the registration of which HSNS gives notice is for a registered public offering involving an underwriting, HSNS shall so advise the Stockholders as a part of the written notice given pursuant to part (a)(i) above. In connection with such event the right of any Underwritten Offering, the Company Stockholder to registration pursuant to this PARAGRAPH 4.15 shall retain underwriters that are reasonably acceptable to be conditioned upon such Holder or Holders Stockholder's participation in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or Holders shall inclusion of such Stockholder's Common Stock in the underwriting to the extent provided herein. All Stockholders proposing to distribute their Common Stock through such underwriting shall, together with HSNS and the other parties distributing their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinHSNS. Notwithstanding any other provision of this Section 2PARAGRAPH 4.15, if the underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders underwriter may limit the number of Stockholder's Common Stock to be included in the registration and underwriting, or may exclude Stockholder's Common Stock entirely from such registration and underwriting subject to the terms of this Section 2.3. HSNS shall so advise all Holders holders of Registrable Securities HSNS's securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities such securities, including Stockholder's Common Stock, that may be included in the registration and underwriting shall be allocated as set forth in the following manner: shares, other than Stockholder's Common Stock and other securities that have contractual rights with respect to registration similar to those provided for in this Section 2(b). The PARAGRAPH 4.15, requested to be included in such registration by shareholders shall be excluded, and if a limitation on the number of shares is still required, the number of Registrable Securities Stockholder's Common Stock and other securities that have contractual rights with respect to registration that may be included shall be allocated first to among the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities Stockholder's Common Stock and such other securities held by each such other Holders holder at the time of filing the registration statementRegistration Statement. If For purposes of any Holder of Registrable Securities disapproves of the terms of the underwritingsuch underwriter cutback, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter all Common Stock and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities other securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters)holder that is a partnership or corporation, then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to also include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.any

Underwriting. In connection with any Underwritten Offering(i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to subsection I .2(a)(i). In such event the right of any Holder or to registration pursuant to subsection 1.2 shall be conditioned upon such Holder"s participation in such underwriting and the inclusion of such Holder"s Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities therein. Company. (ii) Notwithstanding any other provision of this Section 2subsection 1.2, if the underwriter advises the Initiating Holders in writing managing such public offering determines that marketing factors require a limitation of the number of shares to be underwritten, and (A) if such registration is the Initiating first registered offering of the sale of the Company's securities to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company"s securities to the general public, the underwriter may limit the amount of securities to be included in the registration and underwriting by the Company"s shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection I .2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate securities included in such registration without the prior consent of at least a majority of the Holders who have requested their shares to be included in such registration and underwriting. The Company shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as of the date of the notice pursuant to subsection 1 .2(a)(i) above; provided that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other securities being sold by shareholders other than the Holders at are fast entirely excluded from the time of filing the registration statementUnderwriting. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by other Holders may excluded or withdrawn from such underwriting shall be included in withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable to such Holder or so advise the Holders in order a written notice given pursuant to permit this Section 1.6. In such event, the right of any Holder or to registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to effect distribute their securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 21.6, if the managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among all Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders thereof in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by such other Holders at the time of filing the registration statement; 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 Registrable Securities included in such underwriting shall not be reduced below 25% of the 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 Person he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. If by the withdrawal of such The Registrable Securities a greater number of shares of Registrable Securities held by other Holders may so withdrawn shall also be included in withdrawn from such registration (up to the maximum of any limitation imposed by the underwriters)and, then the Company shall offer to all Holders who have included Registrable Securities in the registration case of the right Company’s Initial Public Offering, shall be subject to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited1.14.

Underwriting. In connection with any Underwritten Offering(i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the right of any Holder or to registration pursuant to subsection 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities therein. Company. (ii) Notwithstanding any other provision of this Section 2subsection 1.2, if the underwriter advises the Initiating Holders in writing managing such public offering determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting. The Company shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless the securities being sold by shareholders other than the Holders at are excluded from the time of filing the registration statementUnderwriting on a proportional basis. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by other Holders may excluded or withdrawn from such underwriting shall be included in withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten OfferingIf the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall retain underwriters that are reasonably acceptable to so advise the Holders of Registrable Securities. In such event, the right of any such Holder or Holders to be included in order a registration pursuant to permit the Holder or Holders to effect this Section 2.3 shall be conditioned upon such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company Holder's participation in such underwriting and the Holder or inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 2the Agreement, if the underwriter advises the Initiating Holders determines in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, the Initiating number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders shall so advise all Holders who are holders of Series B Convertible Preferred Stock (or shares of Common Stock issued upon conversion thereof) and Series A Convertible Preferred Stock (or shares of Common Stock issued upon conversion thereof) on a pro rata basis based on the total number of Registrable Securities held by such Holders of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock; and third, to the Holders who are holders of Common Stock (issued otherwise than upon conversion of Series B Convertible Preferred Stock or Series A Convertible Preferred Stock) on a pro rata basis based on the total number of Registrable Securities held by such Holders; provided, however, that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may to be included in such underwriting and registration shall not be reduced unless all other securities of the registration Company (other than securities being offered by the Company and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included being offered by the Initiating Holders Holders) are first entirely excluded from the underwriting and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statementregistration. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person Holder may elect to withdraw therefrom by written notice to the CompanyCompany and the underwriter, delivered at least ten business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership or corporation, the managing underwriter partners, retired partners, stockholders and the Initiating Holders. If by the withdrawal Affiliates of such Registrable Securities 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 greater number single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares of Registrable Securities held owned by other Holders may be all entities and individuals 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 "Holder," as defined in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedsentence.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 3.5(a)(i). In such event the right of any Holder or to registration pursuant to this Section 3.5 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 23.5, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating managing underwriter may limit on a pro rata basis the number of Registrable Securities to be included in such registration and underwriting; provided that there shall first be excluded from such registration all (i) securities sought to be included therein by shareholders exercising any contractual or incidental registration rights subordinate and junior to the rights of the Holders of Registrable Securities, and (ii) all Founder Registrable Securities. No such reduction shall reduce the amount of securities of the selling Holders (other than Founder Registrable Securities) included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration. Notwithstanding the foregoing, if such offering is the IPO, any or all of the Registrable Securities of the Holders may be excluded in accordance with this Section 3.5(b), provided that any and all securities of the Company to be sold by other selling shareholders are also excluded. The Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to among all the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other 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. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members 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 statementrights owned by all entities and individuals included in such Holder, as defined in this sentence. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person may elect to withdraw Holder shall be excluded therefrom by written notice to the Holder from the Company. Any securities excluded from such underwriting shall be excluded from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the managing underwriter and effective date of the Initiating Holders. If by registration statement relating thereto (or one hundred eighty (180) days in the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such event the registration (up to the maximum of any limitation imposed by the underwritersis an IPO), then or such other shorter period of time as 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company underwriters may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedrequire.

Underwriting. In connection with any Underwritten OfferingIf the Holders of Registrable Securities requesting registration under this Section 2.2 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 and the Company shall retain underwriters include such information in the written notice given pursuant to Section 2.2(a)(i), except, that are reasonably acceptable in the case of a Shelf Registration Statement, such request may be made at any time during the effectiveness of such Shelf Registration Statement as to some or all of the Registrable Securities and the Company shall notify the Holders promptly following such Holder a request and shall amend or Holders supplement the Shelf Registration Statement as may be necessary in order to permit enable such underwritten distribution. In such event the right of any Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein, provided that in the case of a Shelf Registration Statement, a request for an underwritten distribution shall not affect the rights of any Holders to effect include their Registrable Securities in such disposition through an Underwritten Offering; provided, however, that Shelf Registration Statement but the Company rights of the Holders to participate in such underwritten distribution shall have the exclusive right to select the bookrunning managersbe conditioned upon their participation in such underwriting as provided herein. The Company and the Holder or shall (together with all Holders shall proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter that is or underwriters selected for such underwriting by a majority in interest of the requesting Holders, which underwriters are reasonably acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities therein. Notwithstanding any other provision of this Section 2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statementCompany. If any Holder of Registrable Securities disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of the any such underwriting, such Person may elect to withdraw person shall be excluded therefrom by written notice to from the Company, the managing underwriter and or the Initiating Holders. If by The securities so excluded shall also be withdrawn from registration, unless the withdrawal of such registration is pursuant to a Shelf Registration Statement. Any Registrable Securities a greater number of shares of Registrable Securities held by or other Holders may securities excluded or withdrawn from such underwriting shall also be included in withdrawn from such registration (up to the maximum of any limitation imposed by the underwriters)registration, then the Company shall offer to all Holders who have included Registrable Securities in unless the registration the right is pursuant to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limiteda Shelf Registration Statement.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is ------------ for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event the right of any Holder or to registration pursuant to Section 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 23, if the underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of on the number of shares to be underwritten, and (a) if such registration is the Initiating Holders shall so advise Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all Holders of the Registrable Securities that which would otherwise be underwritten pursuant heretoto the notice described herein, and (b) if such registration is other than the Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than fifty percent (50%) of the securities included therein (based on aggregate market values). The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by officers and directors of the Company (other than Registrable Securities Securities) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among all such Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by and other securities which they had requested to be included in such other Holders registration at the time of filing the registration statement, except that Registrable Securities held by any of the Purchasers, or any other Holder shall be the last to be limited. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of the any such underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by or other Holders may securities excluded or withdrawn from such underwriting shall be included in withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten Offering4.3.1 If the distribution of Registrable Securities under this Section 4 is to be effected by means of an underwriting, the Company shall retain underwriters that are reasonably acceptable advise the Holders as part of the notice given pursuant to such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, Section 4.1.1 that the Company right of any Holder to registration pursuant to Section 4.1 shall have be conditioned upon such Holder’s participation in the exclusive right underwriting arrangements required by this Section 4.3, and the inclusion of such Holder’s Registrable Securities in the underwriting to select the bookrunning managers. extent requested shall be limited to the extent provided in this Section 4.3. 4.3.2 The Company and the Holder or shall, together with all Holders shall proposing to distribute their securities through such underwriting, enter into an underwriting agreement in customary form with the managing underwriter that is acceptable selected by a majority in interest of the F-3 Initiating Holders subject to the Company Company’s reasonable approval (including, without limitation, appropriate qualification under applicable state securities laws and take all reasonable actions as are requested by appropriate compliance with applicable regulations issued under the managing underwriters to facilitate the Underwritten Offering Securities Act and sale of the Registrable Securities therein. any other governmental requirements or regulations). 4.3.3 Notwithstanding any other provision of this Section 24, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders of Registrable Securities that would otherwise requesting to be underwritten pursuant heretoincluded 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested pro rata among all Holders requesting to be included by in the Initiating Holders registration and then the shares requested to be included by other Holders, with such shares allocated among such other Holders underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders them at the time of filing the registration statement. ; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities held by the Company are first entirely excluded from the underwriting and registration. 4.3.4 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 Ordinary Shareholders to the nearest 100 shares. 4.3.5 If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by other Holders may excluded or withdrawn from such underwriting shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedwithdrawn from registration.

Underwriting. In connection with any Underwritten Offeringthe case of an underwritten offering in which a Holder has elected to include such Holder's shares, the Company right of any Holder to registration shall retain underwriters that are reasonably acceptable be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinor any underwriter with respect thereto. Notwithstanding any other provision of this Section 2, if the managing underwriter advises notifies the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares securities proposed to be underwrittenincluded in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the Initiating Holders managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten the Holder and the other stockholders distributing their securities through such underwriting pursuant heretoto piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to among the shares requested to be included by the Initiating Holders Holder and then the shares requested to be included by any other Holders, with such shares allocated among such other Holders participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other Holders securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter 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 180 days after the Initiating Holders. If by the withdrawal effective date of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedstatement relating thereto.

Underwriting. In connection with any Underwritten OfferingIf the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall retain underwriters that are reasonably acceptable include such information in its written notice to the other Holders. The right of any Holder to registration pursuant to this Section 4 shall be conditioned upon such Holder or Holders Holder’s participation in order such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersextent provided herein. The Company and the Holder or shall (together with all Holders shall proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale holders of a majority of the Registrable Securities thereinproposed by such Holders to be distributed through such underwriting. Notwithstanding any other provision of this Section 24, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then, subject to the Initiating Holders provisions of Section 4(a) above, the Company shall so advise all Holders of Registrable Securities that 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 as set forth among all Holders requesting inclusion in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held originally requested by such Holders to be included in the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation shall be included in such registration. If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited, and provided that the Company or the other Holders at selling stockholders shall bear an equitable share of the time of filing the Registration Expenses in connection with such registration statementand underwriting. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person may Holder may, subject to Section 7 hereof, elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating other Holders. If The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, however, that if by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b4(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 3.2(a). In such event the right of any Holder or Holders to registration pursuant to Section 3.2 shall be conditioned upon such Holder’s participation in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 23.2, if the managing underwriter advises or the Initiating Holders in writing Company determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders managing underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting. If the Company or underwriter limits the number of Registrable Securities from such registration but does not exclude such Registrable Securities entirely, the Company shall so advise all Holders distributing their securities through such underwriting of Registrable Securities that would otherwise be underwritten pursuant hereto, such limitation and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders 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 to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person Holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. In no event, shall the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, included in the Company may include offering pursuant to this Section 3.2 be reduced below twenty-five percent (25%) of the total amount of securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedoffering.

Underwriting. In connection The right of any Holder to registration ------------ pursuant to this Section 1.5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Initiating Holders intending to participate in such registration and such Holder with any Underwritten Offering, the Company shall retain underwriters that are reasonably acceptable respect to such Holder or Holders in order participation and inclusion) to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersextent provided herein. The Company and the Holder or shall (together with all Holders shall selling Registrable Securities) enter into an underwriting agreement in customary form with the managing underwriter that is selected for such underwriting by the Company (which underwriter shall be reasonably acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale a majority in interest of the Registrable Securities thereinInitiating Holders). Notwithstanding any other provision of this Section 21.5, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated as set forth allocated, first, among all Holders pro-rata, in this Section 2(b). The shares proportion to the respective amounts of Registrable Securities that may be included shall be allocated first held by all such Holders at the time of filing the registration statement and second, to the shares requested to be included by the Initiating Holders and then the shares requested to be included by all other Holdersholders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of securities of the Company owned by them. No Registrable Securities held or other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other Holders at holder to the time of filing the registration statementnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities and/or other securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If by the withdrawal of such Registrable Securities or other securities, a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion and manner used in determining the effect of the underwriter limitation in this Section 2(b1.5(b). If the managing underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. In connection with If Warburg Pincus intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2(a). If Other Stockholders request inclusion in any Underwritten Offeringsuch registration, the Holders shall offer to include the securities of such Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares of Common Stock are to be included in such registration and the Company shall retain underwriters that are reasonably acceptable (together with all Other Stockholders proposing to distribute their securities through such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter that is or underwriters selected for such underwriting by Warburg Pincus and reasonably acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 22(a), if the underwriter representative advises the Initiating Holders in writing that marketing factors require a limitation of on the number of shares of Common Stock to be underwritten, the Initiating Holders securities of the Company held by Other Stockholders, including, without limitation, the Management Investors, shall be excluded from such registration to the extent so advise all Holders required by such limitation. If, after the exclusion of Registrable Securities that would otherwise be underwritten pursuant heretosuch shares, and further reductions are still required, the number of shares of Registrable Securities that may be included in the registration and underwriting by each Holder shall be allocated as set forth in this Section 2(b). The shares reduced on a pro rata basis (based on the number of Registrable Securities that may be included shall be allocated first to the shares requested to be included registered by such Holder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the Initiating Holders and then underwriting by reason of the shares requested to underwriter’s marketing limitation shall be included by other Holders, with in such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statementregistration. If any Holder of Registrable Securities who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by providing written notice to the Company, the managing underwriter and the Initiating HoldersWarburg Pincus. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may The securities so withdrawn shall also 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(b)withdrawn from registration. If the underwriter has not limited the number of shares of Registrable Securities or other securities to be underwritten, the Company and officers and directors of the Company (to the extent such persons are not otherwise Holders) may include its or their securities for its or their own account in such registration if the underwriter representative so agrees and if the number of shares of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. In connection with any Underwritten OfferingIf the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall retain underwriters that are reasonably acceptable include such information in its written notice to the other Holders. The right of any Holder to registration pursuant to this Section shall be conditioned upon such Holder or Holders Holder's participation in order such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersextent provided herein. The Company and the Holder or shall (together with all Holders shall proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale Holders of a majority of the Registrable Securities thereinproposed by such Holders to be distributed through such underwriting. Notwithstanding any other provision of this Section 2Section, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then, subject to the Initiating Holders provisions of Section 5(a), the Company shall so advise all Holders of Registrable Securities that 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 as set forth among all Holders requesting inclusion in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held originally requested by such other Holders at the time of filing to be included in the registration statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited, and provided that the Company or the other selling stockholders shall bear an equitable share of the Registration Expenses in connection with such registration and underwriting. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating other Holders. If The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, however, that if, by the withdrawal of such Registrable Securities Securities, a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b)Section. If the underwriter has registration does not limited become effective due to the number of shares withdrawal of Registrable Securities to be underwrittenSecurities, then either (1) the Holders requesting registration shall reimburse the Company may include securities for its own account if expenses incurred in complying with the underwriter so agrees and if request or (2) the number aborted registration shall be treated as effected for purposes of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedSection 5(a)(C).

Underwriting. If the registration of which GENESIS gives notice is for a registered public offering involving an underwriting, GENESIS shall so advise the Purchasers as a part of the written notice given pursuant to Section 8.4.1.1. In connection with such event the right of any Underwritten Offering, the Company Purchaser to registration pursuant to this Section 8.4 shall retain underwriters that are reasonably acceptable to be conditioned upon: 8.4.2.1. such Holder or Holders Purchaser's participation in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or Holders inclusion of such Purchaser's Registrable Securities in the underwriting to the extent provided herein. 8.4.2.2. All Purchasers proposing to distribute their securities through such underwriting shall (together with GENESIS and any other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinGENESIS. Notwithstanding any other provision of this Section 28.4, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders managing underwriter may limit the Registrable Securities to be included in such registration. 8.4.2.2.1. GENESIS shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, GENESIS may round the number of shares allocated to any Holder or other shareholder to the nearest 100 shares. 8.4.2.2.2. If any Holder of Registrable Securities or other shareholder disapproves of the terms of the any such underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, GENESIS and the managing underwriter 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 90 days after the Initiating Holderseffective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. If GENESIS may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 8.6 to the withdrawal of such Registrable Securities a greater number of shares extent that the amount of Registrable Securities held by other Holders may be included otherwise includible 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which statement would otherwise have been included in such registration and underwriting will not thereby be limiteddiminished.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 8.3(a)(i). In such event the right of any Holder or to registration pursuant to Section 8.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit the Holder or Holders to effect distribute their securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is or underwriters selected by the Company, which underwriters shall be reasonably acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale a majority in interest of the Registrable Securities thereinparticipating Holders. Notwithstanding any other provision of this Section 28.3, if the underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the Initiating Holders 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 Registrable Securities that would otherwise be underwritten pursuant heretosecurities 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) 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with among all such shares allocated among such other 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 other 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 the any such underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by or other Holders may securities excluded or withdrawn from such underwriting shall be included in withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten Offeringthe event that a registration pursuant to Section 1.2 is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as part of the notice given pursuant to Section 1.2(a)(i). In such event, the right of any Holder or Holders to participate in order such registration shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 1.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to permit the Holder or Holders extent requested shall be limited to effect such disposition through an Underwritten Offering; provided, however, that the extent provided herein. (i) The Company shall have the exclusive right (together with all Holders proposing to select the bookrunning managers. The Company and the Holder or Holders shall distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 21.2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all participating Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among all Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other 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. 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. (ii) If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person person may elect to withdraw therefrom by written notice notice, on or before the fifth day prior to the effectiveness of the registration statement, to the Company, the managing underwriter and the Initiating Holders. If by The Registrable Securities, and/or other securities so withdrawn shall also be withdrawn from registration, and such securities shall not be transferred in a public distribution prior to ninety (90) days after the withdrawal effective date of such Registrable Securities a greater number of shares of Registrable Securities held by registration, or other Holders shorter period as the underwriters may be included in such registration require. (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(b). iii) If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other purchasers) in such registration if the managing underwriter so agrees and if the number of shares of Registrable Securities which that would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Subsection 1.2.1 hereof. In such event the right of any Holder or to registration pursuant to Subsection 1.2.1 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit the Holder or Holders to effect distribute their securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 21.2, if the underwriter advises the Initiating Holders in writing reasonably determines that marketing factors require a limitation of on the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to each holder of the shares requested Company's stock electing to be included participate in the registration that is a party to that certain Second Amended and Restated Registration Rights Agreement dated as of March 31, 1997, as amended by that certain First Amendment to Stock Purchase Agreement, Second Amended and Restated Shareholders' Agreement and Second Amended and Restated Registration Rights Agreement dated as of June 20, 1997, and then among the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders Other Shareholders requesting registration of securities in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by and other securities that such other Holders at had requested to be included in such registration. The Company shall advise all holders of securities requesting registration as to the time number of filing shares or securities that may be included in the registration statementand underwriting as allocated in the foregoing manner. No such reduction shall be made with respect to securities offered by the Company for its own account. If any Holder of Registrable Securities or Other Shareholder disapproves of the terms of the any such underwriting, such Person person may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by or other Holders may securities excluded or withdrawn from such underwriting shall also be included in withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any Holder or to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall Other Selling Stockholders other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 22.2, if the underwriter advises underwriters advise the Initiating Holders Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the Initiating Holders underwriters may (subject to the limitations 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 Registrable Securities that would otherwise be underwritten pursuant heretosecurities requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportionallocated, as nearly as practicablefollows: (i) first, to the respective amounts Company for securities being sold for its own account, (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such other Holders at Holders, assuming conversion; provided, however, the time of filing the registration statement. If any Holder number of Registrable Securities disapproves included in such registration may not be reduced pursuant hereto to less than 20% of the total number of shares included in such registration unless such registration relates to the Company’s Initial Public Offering, then up to all Registrable Securities may be excluded provided that all Other Selling Stockholders are also excluded, and (iii) third, to the Other Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, assuming conversion. No Other Selling Stockholders shall be granted rights pursuant to this Section 2.2 greater than a Holder, unless the Company receives the written consent of a majority of the holders of Registrable Securities. If a person who has requested inclusion in such registration as provided above does not agree to the terms of the any such underwriting, such Person may elect to withdraw person shall also be excluded therefrom by written notice to from the Company, Company or the managing underwriter and the Initiating Holdersunderwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in are so withdrawn from the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited and if the number of shares of Registrable Securities to be underwrittenincluded in such registration was previously reduced as a result of marketing factors pursuant to Section 2.2(b), the Company may shall then offer to all persons who have retained the right to include securities for its own account if in the underwriter so agrees and if registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares of Registrable Securities which would otherwise have been included so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in such registration and underwriting will not thereby be limitedthe manner set forth above.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable to such Holder or so advise the Holders in order a written notice given pursuant to permit this Section 1.6. In such event, the right of any Holder or to registration pursuant to this Section 1.6 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to effect distribute their securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 21.6, if the managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among all Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement, provided, however, that shares of Registrable Securities of Holders shall not be excluded from the underwriting unless all other securities (other than securities being sold by the Company) 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. 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 Person he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. If by the withdrawal of such The Registrable Securities a greater number of shares of Registrable Securities held by other Holders may so withdrawn shall also be included in withdrawn from such registration (up registration, and shall be subject to the maximum provisions 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited1.14 hereof.

Underwriting. In connection with any Underwritten OfferingIf the registration is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as part of the written notice given pursuant to Section 2.1 above and the right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder or Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit the Holder or Holders to effect distribute their securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Initiating Holders Company in writing that in its opinion pricing or marketing factors require make advisable a limitation of the number of shares to be underwritten, then (i) in the Initiating Holders shall so advise Company’s Initial Public Offering of Common Shares, the managing underwriter may exclude all Holders Registrable Securities from such registration involving an underwriting; and (ii) in a registered public offering and underwriting not involving an Initial Public Offering, limit the number of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares by reducing the number of Registrable Securities included on behalf of the Holders on a pro rata basis based on the total number of Registrable Securities entitled to registration held by each Holder; provided, however, that may be included no Registrable Securities shall be allocated excluded from a registration under this clause (ii) until all other outstanding securities of the Company held by the Major Shareholders shall have first to been excluded from such registration and underwriting and provided further that in no event may the shares requested number of Registrable Securities to be included by in a registration and underwriting other than the Initiating Holders and then the shares requested Company’s Initial Public Offering of Common Shares be reduced to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement. If any Holder of Registrable Securities disapproves less than 30% of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater total number of shares of Registrable Securities held by other Holders may to be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the and underwriting. The Company shall offer to advise 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in be registered and underwritten pursuant hereto of any such registration and underwriting will not thereby be limitedlimitations.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event the right of any Holder or to registration pursuant to Section 3 shall be conditioned upon such Holder's participation in such underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable selected for such underwriting by the Company. Notwithstanding anything herein to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities therein. Notwithstanding any other provision of this Section 2contrary, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise managing underwriter may limit some or all Holders of the Registrable Securities that would otherwise may be underwritten included in the registration and underwriting as follows (unless the registration is filed pursuant heretoto Section 2 of this Agreement, and in which event the provisions of Section 2(b) shall control): the securities held by holders of Company securities whose rights to distribute their securities through such underwriter are junior to the Holders shall be cut back first in proportion to their respective holdings to the extent required by such limitation; thereafter, if a limitation is still required after eliminating the securities held by holders of Company securities whose rights to distribute their securities through such underwriter are junior to the Holders in their entirety from such registration, the number of shares of Registrable Securities that may be included in the registration and underwriting by the Holders shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to among the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders each Holder, at the time of filing the registration statementRegistration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any Holder to the nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter underwriter, delivered not less than seven days before the effective date. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall be withdrawn from the Initiating Holders. If by market for a period of one hundred twenty (120) days after the withdrawal effective date of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration statement relating thereto, or such other shorter period of time as the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company underwriters may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedrequire.

Underwriting. In connection with any Underwritten OfferingIf the registration statement under which the Company gives notice under this Section 2.1 is for an underwritten offering, the Company shall retain underwriters so advise the Holders. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein except that are reasonably acceptable such Holder shall not be permitted to withdraw such Holder's shares from any underwriting pursuant to the registration statement following the fifth day prior to the printing of the preliminary prospectus related to such registration statement or as otherwise provided in the custody agreement. Each Holder or Holders in order proposing to permit the Holder or Holders to effect distribute its Registrable Securities through such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders underwriting shall enter into a custody agreement and power of attorney, authorizing the Company or an employee thereof to act as the Holder's attorney-in-fact to (i) sell the Registrable Securities to be offered by such Holders and (ii) execute on the Holder's behalf (x) an underwriting agreement in customary form with the underwriter that is acceptable to or underwriters selected for such underwriting by the Company and take all reasonable actions as are (y) any other closing certificates or similar documents requested by the managing underwriter. The custody agreement may contain such other terms as are customary for this type and shall require the Holder to deposit its shares of Common Stock being registered with the custodian for the time periods specified in the custody agreement. Each Holder agrees that its shares will be sold at the same price as the other selling stockholders (and the Company, if applicable) in the offering under the registration statement. If any Holder is or will be unable to deliver any document (including any underwriting agreement, legal opinions or closing certificates) reasonably required by the underwriters to facilitate in connection with the Underwritten Offering and sale of such Registrable Securities, including, but not limited to legal opinions and other closing certificates, then the Company shall have no obligation to include such Registrable Securities thereinin such registration. Notwithstanding any other provision of this Section 2the Agreement, if the underwriter advises the Initiating Holders determines in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicablefollows: first, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement. If Company for its own account; and second, to any Holder or other stockholder of Registrable Securities disapproves of the Company who has registration rights, each on a pro rata basis in accordance with the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to their respective agreement providing for registration rights with the Company, . No such reduction shall reduce the managing underwriter and the Initiating Holders. If securities being offered by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been to be included in such the registration and underwriting will not thereby be limitedunderwriting.

Underwriting. In connection with any If an IPO Registration Statement under which the Company gives notice under this Section 2(a) is for an Underwritten Offering, then the Company shall retain underwriters that are reasonably acceptable so advise the Holders of Registrable Shares. In such event, the right of any such Holder’s Registrable Shares to be included in a registration pursuant to this Section 2(a) shall be conditioned upon such Holder or Holders Holder’s participation in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or inclusion of such Holder’s Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the underwriter that is acceptable managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement; PROVIDED, HOWEVER, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder and take all reasonable actions as are requested such Holder’s intended method of distribution and any other representation required by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinlaw. Notwithstanding any other provision of this Section 2Agreement, if the underwriter advises the Initiating Holders managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation inclusion of all of the number Registrable Shares would interfere with the successful marketing of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested desired to be included by the Initiating Holders and Company, then the shares requested managing underwriter(s) may exclude any or all of the Registrable Shares from the registration and the amount of Registrable Shares determined by the underwriter to be included by other Holders, with such shares includable in the underwriting shall be allocated among such other all Holders in proportion, as nearly as practicable, to pro rata on the respective amounts basis of Registrable Securities held Shares offered for such registration by each Holder electing to participate in such other Holders at the time of filing the registration statementregistration. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration underwriter, delivered at least ten (up 10) Business Days prior to the maximum effective date of any limitation imposed by the underwriters), then Registration Statement. Any Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten OfferingIf Holders wish to include Shares in a registration under Section 2(b), or if Holders holding not less than 50% of the Shares or Warrants intend to distribute Shares, Warrants, or Warrant Shares by means of an underwriting to be registered under Section 2(a), they shall so advise the Company prior to the effective date of the registration statement filed by the Company, and the Company shall retain underwriters that are reasonably acceptable include such information in a written notice to all Holders. All Holders shall be entitled to participate in such underwriting, and the right of any Holder or Holders to registration pursuant to this Agreement then shall be conditioned upon such Holder’s participation in order such underwriting and the inclusion of such Holder’s Shares, Warrants, and Warrant Shares in the underwriting to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersextent provided herein. The Company and the Holder or shall (together with all Holders shall proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is selected for such underwriting by a majority in interest of the Holders and reasonably acceptable to the Company and take all reasonable actions as are requested Company, in the case of a registration under Section 2(a), or selected by the managing underwriters to facilitate Company is its sole discretion, in the Underwritten Offering and sale case of the Registrable Securities thereina registration under Section 2(b). Notwithstanding any other provision of this Section 2Agreement, if the managing underwriter advises the Initiating Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant heretothen, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders and any other Holders holders of securities having rights to include their securities in the registration, at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation shall be included in such registration. If any Holder or any other holder of Registrable Securities securities eligible for inclusion in the registration disapproves of the terms of the underwriting, such Person person may elect to withdraw therefrom from the underwriting and registration by written notice to the Company, Company and the managing underwriter and underwriter. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from the Initiating Holders. If registration; provided, however, that, if by the withdrawal of such Registrable Securities or other securities a greater number of shares of Registrable Securities held by other Holders or other securities held by persons having rights to participate in such registration 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 and other persons who have included Registrable Securities or other securities in the registration the right to include additional Registrable Securities or other securities in the same proportion used in determining the underwriter limitation in limitation. Notwithstanding any other provision of this Agreement, if the registration is one under Section 2(b). If , and the managing underwriter has not limited determines that marketing factors require a limitation of the number amount of shares of Registrable Securities securities to be underwritten, the Company may include exclude Registrable Securities and other securities for its own account if held by other holders of registration rights without any exclusion of securities offered by Company. In the underwriter so agrees event of any exclusion of securities held by holders of registration rights, the amount of securities that may be included in the registration and if the number of shares underwriting shall be allocated among all Holders of Registrable Securities which would otherwise have been included and other holders of securities entitled to include securities in such registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and underwriting will not thereby be limitedother securities that the Company has agreed to register held by each such person.

Underwriting. In connection with any Underwritten Offering(i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the right of any Holder or to registration pursuant to subsection 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities therein. Company. (ii) Notwithstanding any other provision of this Section 2subsection 1.2, if the underwriter advises the Initiating Holders in writing managing such public offering determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting. The Company shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that, if and to the extent not in conflict with any registration rights granted to other holders of the Company’s securities in existence as of the date hereof, the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless the securities being sold by shareholders other than the Holders at are excluded from the time of filing the registration statementUnderwriting on a proportional basis. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by other Holders may excluded or withdrawn from such underwriting shall be included in withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 1.5(a)(1). In such event the right of any Holder or to registration pursuant to this Section 1.5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 21.5, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating managing underwriter and the Company may reduce the Registrable Securities to be included in such registration to the extent the underwriters deem necessary but in no event shall the amount of securities of the Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering unless the offering is the Company's first bona fide, firmly underwritten pubic offering of its common stock registered under the Securities Act (an "IPO"). If the number of Registrable Securities to be included in such registration is reduced according to this Section 1.5(b), then no holder of the Company's securities may sell securities in such registration except for the Holders, if any, who exercise their right to request registration pursuant to Section 1.4. The Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to among all the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders Holder at the time of filing the registration statementRegistration 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 of Registrable Securities or holder disapproves of the terms of the any such underwriting, such Person he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter and the Initiating Holdersunderwriter. If by the withdrawal of Any securities excluded or withdrawn from such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may underwriting shall be included in withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. If the registration of which Company gives notice is for a registered public offering involving an underwriting, Company shall so advise Holders. In connection with any Underwritten Offeringsuch event, the Company right of any Holder to registration pursuant to this Section 2 shall retain underwriters that are reasonably acceptable to be conditioned upon such Holder or Holders Holder's participation in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or inclusion of Registrable Securities in the underwriting to the extent provided in this Section 2. All Holders shall proposing to distribute their securities through such underwriting shall, together with Company, enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the selected for such underwriting by Company. Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of may exclude from such underwriting the Registrable Securities of any Holder who does not accept the terms agreed upon between Company and the underwriters. Company shall use its reasonable best efforts to cause the managing underwriter of such proposed underwritten offering to permit the Registrable Securities proposed to be included in such registration to be included in the registration statement for such offering on the same terms and conditions as any similar securities of Company included therein. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders managing underwriter may limit the Registrable Securities to be included in such registration. In such event, Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant heretoHolders, and the number of shares of Registrable Securities that may be included in the registration and underwriting by Holders and Other Holders shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among all Holders and then the shares requested to be included by other Holders, with such shares allocated among such other all Other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities Common Stock held by such other Holders and Other Holders at the time of filing of the registration statement. If any Holder of Registrable Securities disapproves of To facilitate the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number allocation of shares of Registrable Securities held by other Holders in accordance with the above provisions, Company 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(b). If the underwriter has not limited round the number of shares of Registrable Securities allocated to be underwritten, any Holder to the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitednearest one hundred (100) shares.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 1.6(a)(i). In such event, the right of any Holder or to registration pursuant to Section 1.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 21.6, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating managing underwriter may limit the Registrable Securities to be included in such registration by Holders to a minimum of 25% of the total shares to be included in such underwriting or exclude them entirely in the case of the Company's initial public offering in which case the Registrable Securities of the selling Holders may be excluded if the underwriters make the determination described above and no other shareholders' securities are included in such registration. The Company shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration 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 disapproves of the terms of the underwriting, such Person person may elect to withdraw therefrom by written notice to the Company, and the managing underwriter and the Initiating Holdersunderwriter. If by the withdrawal of such The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and shall not be transferred in a greater number public distribution prior to 180 days after the effective date of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration statement relating thereto, or such other shorter period of time as the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company underwriters may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedrequire.

Underwriting. In connection with any Underwritten OfferingIf a registration statement under which the ------------ Company gives notice under this Section 2.3 is for an underwritten offering, then the Company shall retain underwriters that are reasonably acceptable so advise the Holders of Registrable Securities. In such event, the right of any such Holder's Registrable Securities to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder or Holders Holder's participation in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinor underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2Agreement, if the managing underwriter advises the Initiating Holders determines in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders managing underwriters may limit the Registrable Securities and other securities to be distributed through such underwriting. The Company shall so advise all Holders proposing to distribute their securities through the underwriting of Registrable Securities that would otherwise be underwritten pursuant heretosuch limitation, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with among all such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement. In no event shall the amount of securities of the selling Holdings included in the registration be reduced below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial underwritten public offering of the Company's securities and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the preceding two sentences. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person Holder may elect to withdraw therefrom by giving written notice to the CompanyCompany and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the managing underwriter partners, retired partners, members, retired members and the Initiating Holders. If by the withdrawal stockholders of such Registrable Securities Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing persons (to the extent and only to the extent that the partnership, limited liability company or corporation transferred shares to such persons), shall be deemed to be a greater number single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares of Registrable Securities held carrying registration rights owned by other Holders may be all entities and individuals 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 "Holder," as defined in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedsentence.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders and Founders as a part of the written notice given pursuant to Section 8.6(a)(i). In such event the right of any Holder or Holders holder of Founder Securities to registration pursuant to Section 8.6 shall be conditioned upon such Holder's or holders' of Founder Securities participation in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder inclusion of such Holder's Registrable Securities or Rubix Xxxurities or such Founder Securities, as the case may be, in the underwriting to the extent provided herein. All Holders and holders of Founder Securities proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 28.6, if the underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of an Underwriter's Limitation on the number of shares to be underwritten, the Initiating Holders underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities, Rubix Xxxurities and Founder Securities to be included in the registration and underwriting, or in the case of the Company's IPO, the underwriters may exclude all of the Registrable Securities, Rubix Xxxurities and Founder Securities from the registration and underwriting. In such event, the Company shall so advise all Holders holders of Registrable Securities that would otherwise be underwritten pursuant heretosecurities requesting registration and, and if applicable, the number of shares or securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: First, the number of Registrable Founder Securities that shall be included in such registration and underwriting shall be reduced to the extent required by the Underwriter's Limitation; provided, however, that the number of Founder Securities to be included in such registration and underwriting which is not for the Company's IPO shall not be reduced to less than 10% of the total number of securities included in such registration or underwriting. The number of shares of Founder Securities that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares among all holders of Registrable Founder Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by securities which each such other Holders at the time of filing the registration statement. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may holder had originally requested be included in such registration (up to the maximum of any limitation imposed by the underwriters)and underwriting. If, 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(b). If the underwriter has not limited after fully reducing the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.Founder

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 1.6(a)(i). In such event, the right of any Holder or to registration pursuant to Section 1.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting, to the extent requested, to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 21.6, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders managing underwriter may limit the number of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may to be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares (up to the exclusion of all Registrable Securities that may be included shall be allocated first in the event of the Company's initial public offering), on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the shares requested to be included participating Holders by the Initiating Company; provided, however, that if such offering is not the initial offering of shares to the public, no such reduction may reduce the number of securities being sold by the Holders and then to less than fifteen percent (15%) of the shares requested to be included by other Holdersbeing sold in such offering. To facilitate the allocation of shares in accordance with the above provisions, with such the Company or the underwriters may round the number of shares allocated among such to any Holder or other Holders in proportion, as nearly as practicable, holder to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statementnearest 100 shares. If any Holder of Registrable Securities or other holder disapproves of the terms of the any such underwriting, such Person he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter 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 twenty (120) days after the Initiating Holders. If by the withdrawal effective date of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedstatement relating thereto.

Underwriting. In connection with any Underwritten OfferingIf a registration pursuant to Section 1 is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable to such Holder or so advise the Holders in order to permit as part of the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersnotice given pursuant hereto. The Company and shall (together with all Holders proposing to distribute their securities through such underwriting), if requested by the Holder or Holders shall underwriter, enter into an underwriting agreement in customary form with a managing underwriter selected for such underwriting by the underwriter that is Company and, in the case of a registration pursuant to Section 1(c) only, reasonably acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale a majority of the Registrable Securities thereinHolders proposing to distribute securities through such underwriting. The underwriting agreement shall also satisfy the conditions described in Section 1(n) below. Notwithstanding any other provision of this Section 21, if the managing underwriter advises the Initiating Holders Company in writing that marketing market factors require exclusion of shares to be sold by selling stockholders, or a limitation of the number of shares to be underwrittenso sold, then the Initiating Holders Company shall so advise all Holders of Registrable Securities that 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 as set forth among all Holders thereof and including any holders of Common Stock (the "Series A Registrable Securities") acquired upon conversion of Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Stock") entitled to participate in this Section 2(b). The shares the registration (the "Series A Holders") (except those Holders or Series A Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with or Series A Registrable Securities through such shares allocated among such other Holders underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or Series A Registrable Securities held by such other Holders or Series A Holders at the time of filing the registration statement. No Registrable Securities or Series A Registrable Securities excluded from the underwriting by reason of the underwriter market limitation shall be included in such registration. Notwithstanding anything to the contrary herein, (a) no reduction shall be made with respect to securities offered by the Company for its own account in connection with the Company's initial registered public offering, (b) in any subsequent offering, the securities registered by the Holders owning Preferred Shares for their own account pursuant to such offering, together with securities registered by any Series A Holder, may not be reduced below twenty percent (20%) of the shares included in such offering, and (c) in any offering undertaken pursuant to Section 1 hereof, no reduction in the securities to be registered by any Holder shall occur until all other securities, other than those offered by the Company or by the Series A Holders, have been excluded from such offering. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating other Holders. In such event, the Registrable Securities and/or other securities held by such Holder affected shall be withdrawn from registration. However, if such withdrawal is made, the registration will be deemed to have been completed with respect to the withdrawing Holder for purposes of determining whether the Company has satisfied its registration obligations under this Section 1. If the managing underwriter of any underwritten offering pursuant to Section 1(a) shall advise the Company in writing that, in its opinion, the distribution of all or a portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the withdrawal Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Holders shall delay the offering and sale of the Registrable Securities a greater number of shares of (or the portions thereof so designated by such managing underwriter) for such period, not to exceed [90] days (the "Delay Period"), as the managing underwriter shall request, provided that no such delay shall be required as to any Registrable Securities held by other Holders may be if any securities of the Company are included in such registration (up to statement and eligible for sale during the maximum Delay Period for the account of any limitation imposed by the underwriters), then person other than the Company shall offer to all and the Holders who have included Registrable Securities in unless the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration statement and underwriting will not thereby eligible for sale during the Delay Period for such other person shall have been reduced pro rata to the reduction of the Registrable Securities which were requested to be limitedincluded and eligible for sale during the Delay Period in such registration.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the holders of Registrable Securities as a part of the written notice given pursuant to Section 2(a)(i). In such Holder or Holders event the right of any holder of Registrable Securities to registration pursuant to Section 2 shall be conditioned on such holder's participation in order such underwriting and the inclusion of Registrable Securities in the underwriting to permit the Holder or Holders extent provided herein. All holders of Registrable Securities proposing to effect distribute their securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 22(b), if the managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation of in its opinion the number of shares securities requested to be underwrittenincluded in such registration exceeds the number which can be sold in such offering without adversely affecting the market of the offering, then the Initiating Holders managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders holders of Registrable Securities that would otherwise be underwritten pursuant hereto, 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 as set forth in this Section 2(b). The shares among all holders and other holders of Registrable Securities that may in the following order, after all securities of the Company proposed to be sold by the Company in such registration have been included: (i) First, all securities held by Persons with contractual registration rights senior to those of the holders of Registrable Securities as of the date hereof shall be included shall be allocated first to the shares fullest extent possible; (ii) Second, all Registrable Securities requested to be included by the Initiating Holders holders thereof, and then the shares all other securities requested to be included by other Holdersthe holders thereof who have contractual rights pari passu with the holders of Registrable Securities, with such shall be included to the fullest extent possible; if a limitation of the number of shares is still required, the number of shares that may be included in the registration and underwriting shall be allocated among all holders of Registrable Securities and such other Holders holders of such other securities in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and such other securities held by such other Holders the holders thereof at the time of filing the notice referred to in Section 2(a)(i); (iii) Third, if the underwriters determine additional securities may be included, such additional securities shall be included in the order of the contractual registration statementrights among the holders thereof. If any Holder holder of Registrable Securities or other holder disapproves of the terms of the any such underwriting, such Person he or she may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter 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 120 days after the Initiating Holders. If by the withdrawal effective date of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedstatement relating thereto.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Participant as a part of the written notice given pursuant to Section 12(b)(i)(A). In such Holder or Holders event the right of the Participant to registration pursuant to this Section 12(b) shall be conditioned upon the Participant's participation in order such underwriting and the inclusion of the Participant's Registrable Securities in the underwriting to permit the Holder or Holders extent provided herein. If the Participant desires to effect distribute his Registrable Securities through such disposition through an Underwritten Offering; providedunderwriting, howeverhe shall, that together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other parties distributing their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 212(b), if the underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, subject to the terms of this Section 12(b). The Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant heretothe Participant, and the number of shares of such securities, including Registrable Securities Securities, that may be included in the registration and underwriting shall be allocated as set forth in the following manner: shares, other than Registrable Securities and other securities that are entitled to contractual rights with respect to registration similar to those provided for in this Section 2(b12(b). The , requested to be included in such registration by shareholders shall be excluded, and if a limitation on the number of shares is still required, subject to the last sentence of this paragraph, the number of Registrable Securities and other securities that are entitled to contractual rights with respect to registration that may be included shall be allocated first to among the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and such other securities (including, without limitation, Options) held by each such other Holders Holder at the time of filing the Registration Statement. For purposes of any such underwriter cutback, all Registrable Securities and other securities held by any Holder that is a partnership or corporation, shall also include any Registrable Securities held by the partners, retired partners, shareholders or affiliated entities of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and such Holder and other Persons shall be deemed to be a single "Selling Holder," and any pro rata reduction with respect to such "Selling Holder" shall be based upon the aggregate amount of shares carrying registration statementrights owned by all entities and individuals included in such "Selling Holder," as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder of Registrable Securities the Participant disapproves of the terms of the underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such The Registrable Securities a greater number of shares of Registrable Securities held by other Holders may so withdrawn shall also 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedwithdrawn from registration.

Underwriting. In connection with The right of any Underwritten OfferingHolder to registration pursuant to Section 1.5 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting, to the Company shall retain underwriters that are reasonably acceptable extent requested, to such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersextent provided herein. The Company and the Holder or shall (together with all Holders shall proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is selected for such underwriting by the Company (which managing underwriter shall be reasonably acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale a majority in interest of the Registrable Securities thereinInitiating Holders). Notwithstanding any other provision of this Section 21.5, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant heretoin writing, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among all Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of 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 greater number public distribution prior to one hundred and eighty (180) days after the effective date of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In 1.1 On the basis of the representations and warranties contained in this Agreement and subject to its terms and conditions, each of the Underwriters severally (neither jointly, nor jointly and severally) hereby agrees to procure purchasers for, subscribers to, and failing which purchase or subscribe to themselves, to the extent specified in Clause 4 and Clause 5, the Equity Shares offered in the Offer, in the manner and on the terms and conditions contained in this Agreement and the SEBI ICDR Regulations and the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. 1.2 Nothing in this Agreement will constitute an obligation, directly or indirectly, on the part of any of the Underwriters to procure purchasers or subscribers for or purchase/subscribe to itself any Equity Shares for any valid Bids other than valid ASBA Bids submitted directly to the Underwriters at the Specified Locations. For the sake of clarity, the Underwriters shall not have any obligation to procure subscribers or purchasers for or subscribe to or purchase themselves any Equity Shares in respect of (i) any Bids that have been submitted by the ASBA Bidders directly to an SCSB (excluding the Bids submitted by Syndicate ASBA Bidders at Specified Locations) or (ii) any Bids that have been collected by Registered Brokers, RTAs or Collecting Depository Participants or Bids submitted by RIBs using the UPI Mechanism or (iii) any Bids that have been submitted by Anchor Investors in the Anchor Investor Portion or (iv) any Bids that have been submitted by QIBs in the Net QIB Portion. Notwithstanding anything else contained in this Agreement, the Underwriters shall not have any obligation to procure subscribers or purchasers for or subscribe to or purchase any Equity Shares from ASBA Bids submitted by the Syndicate ASBA Bidders if such obligation arises due to the negligence, misconduct or default by the SCSBs or Sponsor Banks in connection with any Underwritten Offering, the Company shall retain underwriters that are reasonably acceptable to such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested ASBA Bids submitted by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities therein. Notwithstanding Syndicate ASBA Bidders (including any other provision of this Section 2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares bids which are received by Sponsor Banks. 1.3 The indicative amounts to be underwritten, underwritten by the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting Underwriters shall be allocated as set forth in this Section 2(b)Schedule E hereto and the Prospectus. The shares of Registrable Securities that may be included shall be allocated first to Notwithstanding the shares requested to be included by above, the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement. If any Holder of Registrable Securities disapproves actual underwriting obligation of the terms of the underwritingUnderwriters could be different from such indicative amounts, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedaccordance with Applicable Law.

Underwriting. In connection with any Underwritten OfferingIf the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall retain underwriters that are reasonably acceptable include such information in its written notice to the other Holders. The right of any Holder to registration pursuant to this Section shall be conditioned upon such Holder or Holders Holder’s participation in order such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersextent provided herein. The Company and the Holder or shall (together with all Holders shall proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale Holders of a majority of the Registrable Securities thereinproposed by such Holders to be distributed through such underwriting. Notwithstanding any other provision of this Section 2Section, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then, subject to the Initiating Holders provisions of Section 5(a), the Company shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares among all Holders of Registrable Securities that may be included shall be allocated first to requesting inclusion in the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held originally requested by such other Holders at the time of filing to be included in the registration statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation shall be included in such registration. If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for, the account of others in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited, and provided that the Company or the other selling stockholders shall bear an equitable share of the Registration Expenses in connection with such registration and underwriting. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating other Holders. If The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, however, that if, by the withdrawal of such Registrable Securities Securities, a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b)Section. If the underwriter has registration does not limited become effective due to the number of shares withdrawal of Registrable Securities to be underwrittenSecurities, then either (1) the Holders requesting registration shall reimburse the Company may include securities for its own account if expenses incurred in complying with the underwriter so agrees and if request or (2) the number aborted registration shall be treated as effected for purposes of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedSection 5(a)(E).

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise Holder as a part of the written notice given pursuant to Section 9(a)(i). In such event, the right of Holder or Holders to registration pursuant to this Section 9 shall be conditioned upon Holder's participation in order such underwriting and the inclusion of Holder's Warrant Shares in the underwriting to permit the extent provided herein. A Holder or Holders proposing to effect distribute its securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter that is acceptable or underwriters selected by the Company. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company and take all reasonable actions as are requested by or the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinunderwriter. Any Warrant Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding any other provision of this Section 29, if the underwriter representative of the underwriters advises the Initiating Holders Company, in writing good faith, in writing, that marketing factors require a limitation of on the number of shares to be underwritten, (i) the Initiating Holders shall so advise representative may (subject to the limitations set forth below) exclude all Holders of Registrable Securities that would otherwise be underwritten pursuant heretoWarrant Shares from, and or limit the number of shares of Registrable Securities that may Warrant Shares to be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that underwriting, or (ii) the Company may be included shall be allocated first limit, to the shares requested extent so advised by the underwriters, the amount of securities to be included in the registration by the Initiating Holders and then Company's stockholders (including the shares requested Holder), to be apportioned pro rata among the holders of registrable securities, including Warrant Shares, according to the total amount of securities entitled to be included therein owned by other Holderseach holder of registrable securities, with such shares allocated among such other Holders including Warrant Shares, and subject in proportion, as nearly as practicable, all respects to the respective amounts rights of Registrable Securities held by holders of registrable securities other than Holder affecting the ability of such other Holders at the time of filing the registration statement. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to representative or the Company, as applicable, to limit the managing underwriter and the Initiating Holders. If by the withdrawal number of registrable securities of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may holder or holders to be included in such registration (up and underwriting. If registrable securities are withdrawn from the registration as a result of the holder failing to agree to the maximum terms of any limitation imposed by such underwriting and the underwriters)number of registrable securities to be included in such registration was previously reduced as a result of marketing factors, then the Company shall then offer to all Holders persons who have included Registrable Securities retained the right to include registrable securities in the registration the right to include additional Registrable Securities securities in the same proportion used registration in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited an aggregate amount equal to the number of shares so withdrawn, apportioned pro rata among the holders of Registrable Securities registrable securities, including Warrant Shares, according to the total amount of securities entitled to be underwrittenincluded therein owned by each holder of registrable securities, including Warrant Shares, and subject in all respects to the Company may include rights of holders of registrable securities for its own account if other than Holder affecting the underwriter so agrees and if ability of such representative or the Company, as applicable, to limit the number of shares registrable securities of Registrable Securities which would otherwise have been such holder or holders to be included in such registration and underwriting will not thereby be limitedunderwriting.

Underwriting. In connection (i) Lender shall evaluate the proposed Substitute Mortgaged Property in accordance with any Underwritten Offeringthe Underwriting Requirements including the then applicable underwriting floors, and shall make underwriting determinations as to the Debt Service Coverage Ratio, the Company shall retain underwriters that Loan to Value Ratio, Aggregate Debt Service Coverage Ratio and the Aggregate Loan to Value Ratio immediately prior to and immediately after giving effect to the proposed substitution. (ii) Prior to the First Anniversary, a Substitution may be effected if, after the substitution, the Coverage and LTV Tests for the Collateral Pool are reasonably acceptable satisfied. Thereafter, a Substitution may be effected if (A)(1) the Debt Service Coverage Ratio of the proposed Substitute Mortgaged Property is not less than the Minimum Debt Service Coverage Ratio and (2) the Loan to Value Ratio of the proposed Substitute Mortgaged Property is not greater than the Maximum Loan To Value Ratio and (B) after the proposed substitution, the Aggregate Debt Service Coverage Ratio will not be decreased and the Aggregate Loan to Value Ratio will not be increased from such Holder or Holders ratios in order effect immediately prior to permit the Holder or Holders to effect such disposition through an Underwritten Offeringsubstitution; provided, however, that if the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall enter into an underwriting agreement in customary form with the underwriter that Aggregate Debt Service Coverage Ratio is acceptable greater than 1.45:1 immediately prior to the Company substitution, then such ratio may be decreased by not more than .05 immediately after giving effect to the substitution. (iii) Within thirty (30) Business Days after receipt of (A) the Substitution Request and take (B) all reasonable actions as are requested reports, certificates and documents required by the managing underwriters Underwriting Requirements and this Agreement, including a zoning analysis required by Lender in connection with similar loans anticipated to facilitate be sold to Xxxxxx Mae, Lender shall notify the Underwritten Offering and sale of Borrower Agent whether the Registrable Securities therein. Notwithstanding any other provision Substitute Mortgaged Property meets the requirements of this Section 2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, 3.06 and the number Underwriting Requirements and the other requirements for the Substitution of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated a Mortgaged Property as set forth in this Section 2(b)Agreement. The shares Within five (5) Business Days after receipt of Registrable Securities that may be included Lender’s written notice in response to the Substitution Request, Borrower Agent shall notify Lender whether it elects to proceed with the Substitution. If Borrower Agent fails to respond within the period of five (5) Business Days, it shall be allocated first conclusively deemed to have elected not to proceed with the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statement. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedSubstitution.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as part of the written notice given pursuant to Section 3.2(a)(i). In such event, the right of any Holder or Holders to registration pursuant to this Section 3.2 shall be conditioned upon such Holder’s participation in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders shall proposing to distribute their securities through such underwriting shall, together with the Company, enter into an underwriting agreement in customary form with the managing underwriter that is acceptable selected for such underwriting by the Company, but subject to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale approval of the Registrable Securities thereinHolders. Notwithstanding any other provision of this Section 23.2, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, 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 the number of shares that may be included in the registration and underwriting by all Holders requesting inclusion of their Registrable Securities or other Company securities, as applicable, shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportionthem, as nearly as practicable, first, to the Company solely with respect to shares proposed to be sold for the Company’s account, and second, among the Holders in proportion to the respective amounts of Registrable Securities held by such other Holders at the time of filing of the registration statement. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding anything contained herein to the contrary, in connection with any offering involving an underwriting of the Company’s securities the Company shall not be required to include any of the Registrable Securities in such an underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the Initiating Holders. If underwriters in their sole discretion determine will not jeopardize the success of the offering by the withdrawal Company. A registration shall not be counted as “effected” if, as a result of such Registrable Securities a greater an exercise of the underwriter’s cutback provision, fewer than seventy percent (70%) of the total number of shares of Registrable Securities held by other that Holders may have requested to 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedstatement are actually included.

Underwriting. Any registration pursuant to Section 5(a) shall be firmly underwritten by an underwriter of national recognition. In connection with any Underwritten Offeringthe event that a registration pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as part of the notice given pursuant to Section 5(a)(i)a., and the right of any Holder to registration pursuant to Section 5(a) shall be conditioned upon such Holder or Holders Holder's participation in order such underwriting arrangements, and the inclusion of such Holder's Registrable Securities in the underwriting to permit the Holder or Holders extent requested shall be limited to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersextent provided herein. The Company and the Holder or shall (together with all Holders shall proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company and take all Company's reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinapproval. Notwithstanding any other provision of this Section 25(a), if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders holders of Registrable Securities that would otherwise be underwritten pursuant heretoSecurities, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other 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. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of 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 greater number public distribution prior to 180 days after the effective date of shares such registration, or such other shorter period of Registrable Securities held by other Holders time as the underwriters 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(b)require. If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other shareholders) in such registration if the underwriter so agrees and if the number of shares of Registrable Securities which that would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice ------------ is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise Holder as a part of the written notice given pursuant to Section 12(a)(i). In such event, the right of Holder or Holders to registration pursuant to this Section 12 shall be conditioned upon Holder's participation in order such underwriting and the inclusion of Holder's Warrant Shares in the underwriting to permit the extent provided herein. A Holder or Holders proposing to effect distribute its securities through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter that is acceptable or underwriters selected by the Company. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company and take all reasonable actions as are requested by or the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinunderwriter. Any Warrant Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding any other provision of this Section 212, if the underwriter representative of the underwriters advises the Initiating Holders Company, in writing good faith, in writing, that marketing factors require a limitation of on the number of shares to be underwritten, (i) the Initiating Holders shall so advise representative may (subject to the limitations set forth below) exclude all Holders of Registrable Securities that would otherwise be underwritten pursuant heretoWarrant Shares from, and or limit the number of shares of Registrable Securities that may Warrant Shares to be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that underwriting, or (ii) the Company may be included shall be allocated first limit, to the shares requested extent so advised by the underwriters, the amount of securities to be included in the registration by the Initiating Holders and then Company's stockholders (including the shares requested Holder), to be apportioned pro rata among the holders of registrable securities, including Warrant Shares, according to the total amount of securities entitled to be included therein owned by other Holderseach holder of registrable securities, with such shares allocated among such other Holders including Warrant Shares, and subject in proportion, as nearly as practicable, all respects to the respective amounts rights of Registrable Securities held by holders of registrable securities other than Holder affecting the ability of such other Holders at the time of filing the registration statement. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to representative or the Company, as applicable, to limit the managing underwriter and the Initiating Holders. If by the withdrawal number of registrable securities of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may holder or holders to be included in such registration (up and underwriting. If registrable securities are withdrawn from the registration as a result of the holder failing to agree to the maximum terms of any limitation imposed by such underwriting and the underwriters)number of registrable securities to be included in such registration was previously reduced as a result of marketing factors, then the Company shall then offer to all Holders persons who have included Registrable Securities retained the right to include registrable securities in the registration the right to include additional Registrable Securities securities in the same proportion used registration in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited an aggregate amount equal to the number of shares so withdrawn, apportioned pro rata among the holders of Registrable Securities registrable securities, including Warrant Shares, according to the total amount of securities entitled to be underwrittenincluded therein owned by each holder of registrable securities, including Warrant Shares, and subject in all respects to the Company may include rights of holders of registrable securities for its own account if other than Holder affecting the underwriter so agrees and if ability of such representative or the Company, as applicable, to limit the number of shares registrable securities of Registrable Securities which would otherwise have been such holder or holders to be included in such registration and underwriting will not thereby be limitedunderwriting.

Underwriting. In connection with any Underwritten Offeringthe event that a registration pursuant to Section 1.5 is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as part of the notice given pursuant to Section 1.5(a)(i). The right of any Holder to registration pursuant to Section 1.5 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting, to the extent requested, to the extent provided in this Agreement. A Holder may elect to include in such underwriting all or Holders in order to permit a part of the Holder or Holders to effect Registrable Securities held by such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersHolder. The Company and the Holder or shall (together with all Holders shall proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany). Notwithstanding any other provision of this Section 21.5, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among all Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other 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. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. If by the withdrawal of 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 greater number public distribution prior to one hundred eighty (180) days after the effective date of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 2.6(a)(i). In such event the right of any Holder or Holders to registration pursuant to Section 2.6 shall be conditioned upon such Holder's participation in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 22.6, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders managing underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting; provided, however, that except in connection with the -------- ------- Company's initial underwritten public offering of Common Stock (where Registrable Securities may be entirely excluded), the number of Registrable Securities shall not be limited to less than 20% of the aggregate number of shares proposed to be included in such underwriting. The Company shall so advise all Holders distributing their securities through such underwriting of Registrable Securities that would otherwise be underwritten pursuant hereto, such limitation and the number of shares of Registrable Securities that may be included in the registration (and underwriting if any) shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included in such Registration 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 may round the number of shares allocated to any Holder or Holders to the nearest 100 shares. In no event shall the number of Registrable Shares underwritten in an offering be limited unless and until all shares held by persons other than the holders of the Registrable Shares and the Company are completely excluded from such other Holders at the time of filing the registration statementoffering. If any Holder of Registrable Securities disapproves or Holders disapprove of the terms of the any such underwriting, such Person Holder or Holders may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter 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 180 days after the Initiating Holders. If by the withdrawal effective date of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration statement relating thereto, or such other shorter period of time as the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company underwriters may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedrequire.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 2.3(a)(i). In such event the right of any Holder or to registration pursuant to Section 2.3 shall be conditioned upon the inclusion of such Holder's Registrable Securities in the underwriting. All Holders in order proposing to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that distribute their securities shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 22.3, if the underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares Registrable Securities to be underwritten, and (i) if such registration is the Initiating first registered offering of the sale of the Company's securities to the general public, the underwriter (A) may limit the number of Registrable Securities to be included in the registration on a pro rata basis based on the total number of the Registrable Securities held by the Holders and based on the total number of securities (other than Registrable Securities) entitled to registration held by other persons or organizations selling securities pursuant to registration rights granted them by the Company, provided that no such reduction shall so be made with respect to securities being offered by holders of securities who have requested the Company to register such securities pursuant to a mandatory registration obligation of the Company similar to the one contained in Section 2.2 hereof ("Other Shareholder Demand Offering"), or (B) may exclude Registrable Securities entirely from such registration and underwriting, or (ii) if such offering is other than the first registered offering of the Company's securities to the public or is not an Other Shareholder Demand Offering, the underwriter may not limit the Registrable Securities to be included in such offering to less than thirty percent (30%) of the securities included therein (based on aggregate market values.) The Company shall advise all Holders of Registrable Securities that which would otherwise be registered and underwritten pursuant heretohereto of any such limitations, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at the time of filing the registration statementregistration. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holders. If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedunderwriter.

Underwriting. In connection with any Underwritten Offering(i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the right of any Holder or to registration pursuant to subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities therein. Company. (ii) Notwithstanding any other provision of this Section 2subsection 1.2, if the underwriter advises the Initiating Holders in writing managing such public offering determines that marketing factors require a limitation of the number of shares to be underwritten, and (A) if such registration is the Initiating first registered offering of the sale of the Company's securities to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's securities to the general public, the underwriter may limit the amount of securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate securities included in such registration without the prior consent of at least a majority of the Holders who have requested their shares to be included in such registration and underwriting. The Company shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as of the date of the notice pursuant to (a) (i) above; provided that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other securities being sold by shareholders other than the Holders at are first entirely excluded from the time of filing the registration statementUnderwriting. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by other Holders may excluded or withdrawn from such underwriting shall be included in withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. If the registration of which Parent gives notice is for a registered public offering involving an underwriting, Parent shall so advise Stockholder as a part of the written notice given pursuant to Section 2(a)(i). In connection with any Underwritten Offeringsuch event, the Company right of the Stockholder to registration pursuant to Section 2 shall retain underwriters that are reasonably acceptable to be conditioned upon Stockholder's participation in such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder inclusion of at least 10,000 shares (or Holders balance owed) of Parent Common Stock in the underwriting to the extent provided herein. Stockholder, together with Parent and the other holders distributing their securities through such underwriting, shall enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinParent. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders managing underwriter may limit the number of shares to be included in such registration. Parent shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, Stockholder 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 in the following manner: first, to Parent; second, among all Holders of Series A and Series B Registrable Securities (as set forth such terms are defined in this Section 2(bthe Amended and Restated Investor Rights Agreement dated June 4, 1999 (the "INVESTOR RIGHTS AGREEMENT"). The shares ), on a pro rata, as converted basis, as nearly as practicable to the respective amounts of Registrable Securities that may be included shall be allocated first (as defined in the Investor Rights Agreement) held by such holders at the time of filing the Registration Statement; third, to the shares requested to be included by the Initiating Holders Stockholder; and then the shares requested to be included by other Holdersfourth, with such shares allocated among such other Holders all holders of Registrable Securities who are either an officer or a director of Parent, in proportion, as nearly as practicable, practicable to the respective amounts of Registrable Securities held by such other Holders holders at the time of filing the registration statementRegistration Statement. No shares 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, Parent or the underwriters may round the number of shares allocated to any holder to the nearest one hundred (100) shares. If any Holder of Registrable Securities Stockholder disapproves of the terms of the any such underwriting, such Person it may elect to withdraw therefrom by written notice to the Company, Parent and the managing underwriter and the Initiating Holdersunderwriter. If by the withdrawal of Any securities excluded or withdrawn from such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may underwriting shall be included in withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten Offeringthe event that a registration pursuant to Section 2.7 is for a registered public offering involving an underwriting. (i) Parent shall so advise each Pipeline Stockholder as part of the notice given pursuant to Section 2.7(a)(i), the Company shall retain underwriters that are reasonably acceptable to such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders right of any Pipeline Stockholder to registration shall be conditioned upon such Pipeline Stockholder's participation in the underwriting arrangements and the inclusion of such Pipeline Stockholder's Registrable Pipeline Securities in the underwriting, to the extent requested, to the extent provided herein. (ii) Parent shall enter into an underwriting agreement in customary form with the managing underwriter that is selected for such underwriting by a majority in interest of the Initiating Pipeline Holders (which managing underwriter shall be reasonably acceptable to the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinParent). Notwithstanding any other provision of this Section 22.7(b), if the managing underwriter advises the Initiating Pipeline Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders then Parent shall so advise all Holders of Registrable Pipeline Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Pipeline Securities that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating among all Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Pipeline Securities held by such other Holders at the time of filing the registration statement; PROVIDED, HOWEVER, that the number of shares of Registrable Pipeline Securities to be included in such underwriting shall not be reduced unless all other Parent securities are first entirely excluded from the underwriting. No Registrable Pipeline 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, Parent or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (iii) If any Holder of Registrable Pipeline Securities disapproves of the terms of the underwriting, such Person person may elect to withdraw therefrom by written notice to the CompanyParent, the managing underwriter and the Initiating Pipeline Holders. If by The Registrable Pipeline Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Pipeline Securities shall not be transferred in a public distribution prior to ninety (90) days after the withdrawal effective date of such Registrable Securities a greater registration and Parent shall allow other participating Holders to increase the number of shares of Registrable Securities held by other Holders may securities to be included in such registration (the registration, on a pro rata basis up to the maximum aggregate amount 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedexcluded or withdrawn.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). In such event the right of any Holder or to registration pursuant to this Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 21.3, if the underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, and (i) if such registration is the Initiating Holders shall so advise all Holders first registered offering of the sale of the Company's securities to the general public, and if the Registrable Securities then held by the Founder and the officers of the Company are similarly limited or excluded from the registration and underwriting, then the underwriter may limit the number of Registrable Securities that would otherwise to be underwritten pursuant heretoincluded in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (ii) if such registration is other than the first registered offering of the sale of the Company's securities to the general public, and if the Registrable Securities then held by the Founder and the officers of the Company are similarly limited for inclusion in the registration and underwriting, then the underwriter may limit the amount of the Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, that the number of Registrable Securities to be included in such registration and underwriting under this Section 1.3(b) shall not be reduced to less than thirty percent (30%) of the aggregate securities included in such registration without the prior consent of at least a majority of the Holders who have requested their shares to be included in such registration and underwriting. In addition, if any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this subsection, the number of shares that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares on behalf of Registrable Securities that may be included the Holders shall be allocated first to the shares requested to Investors, and any amounts remaining available following such initial allocation shall be included by allocated pro rata among the Initiating remaining Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such other Holders at as of the time date of filing the registration statementnotice pursuant to Section 1.3(a)(i) above. If any Holder The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and if any Holder disapproves of the terms of the any such underwriting, such Person he may elect to withdraw therefrom by written notice to the CompanyCompany and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. For any selling Holder which is a partnership or corporation, the managing underwriter partners, retired partners and the Initiating Holders. If by the withdrawal shareholders of such Registrable Securities 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 greater number of shares single selling Holder such that any pro rata reduction with respect to such selling Holder shall be based upon the aggregate amount of Registrable Securities held owned by other Holders may be all entities and individuals 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedselling Holder.

Underwriting. In BALAH, BAII, BANZHI and Vodafone shall include in ------------ each of their respective requests for any underwritten public offering made pursuant to Section 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. The Corporation shall include in the written notice referred to in Section 7.1.1 the name or names of such underwriter or underwriters to be employed. If any Underwritten Offeringsale proposed pursuant to Section 7.1.1 is to be effected pursuant to an underwritten public offering, the Company right of any Registration Rightsholder to registration pursuant to Section 7.1 shall retain underwriters that are reasonably acceptable be conditioned upon such Registration Rightsholder's participation in such underwriting and the inclusion of such Registration Rightsholder's Registrable Securities in the underwriting to such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersextent provided herein. The Company and the Holder or Holders Corporation shall (together with all 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 underwriter that is acceptable to or underwriters selected for such underwriting in the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinmanner set forth above. Notwithstanding any other provision provisions of this Section 27.1, if the managing underwriter advises the Initiating Holders Corporation in writing that marketing factors require a limitation of the number of shares Registrable Securities to be "underwritten, then the Initiating Holders Corporation shall so advise all Holders beneficial owners of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to among the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with Shareholders requesting such shares allocated among such other Holders registration in proportion, as nearly as practicablepractical, to the respective amounts of Registrable Securities held that were proposed to be sold by such Registration Rightsholders and second, to the extent that the limitation established by the managing underwriter is not exhausted by the Shareholders which requested the registration, among the Corporation and other Holders at the time Persons that are not members of filing such group of Shareholders which requested the registration statement. If any Holder in proportion, as nearly as practical, to the respective amounts of Registrable Securities that were proposed to be sold by such Persons. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration If any Registration Rightsholder disapproves of the terms of the underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, Corporation and the managing underwriter and the Initiating Holdersunderwriter. If The Registrable Securities so withdrawn shall also be withdrawn from registration; provided, however, that, if by the withdrawal of -------- ------- such Registrable Securities a greater number of shares of Registrable Securities held beneficially owned by other Holders Registration Rightsholders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company Corporation shall offer to all Holders Registration Rightsholders who have included Registrable Securities in the registration the right to include additional Registrable Securities Shares in the same proportion used in determining effecting the underwriter limitation referred to above in this Section 2(b)7.1. If The Corporation shall undertake any reasonable measures within its control to cause the underwriter has not limited the number of shares of Registrable Securities sold in any underwritten public offering to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedwidely disseminated.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to Section 3.2(a)(i). In such event the right of any Holder or Holders to registration pursuant to Section 3.2 shall be conditioned upon such Holder's participation in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 23.2, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders managing underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting, but in no event shall the amount of securities of any selling Holder included in the offering be reduced below twenty-five percent (25%) of the Registrable Securities to be sold in the registration; provided, that if in the Company's discretion it elects to permit the sale of securities by selling stockholders in its initial public offering, the Company may reduce the percentage of such initial public offering allocated to each selling Holder to less than twenty-five percent (25%) of the Registrable Securities sought to be included in such registration by such Holder. The Company shall so advise all Holders distributing their securities through such underwriting of Registrable Securities that would otherwise be underwritten pursuant hereto, such limitation and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders 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 to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person Holder may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter 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 90 days after the Initiating Holders. If by the withdrawal effective date of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration statement relating thereto, or such other shorter period of time as the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company underwriters may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedrequire.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders as a part of the written notice given pursuant to subsection 1.3(a)(i). In such event the right of any Holder or to registration pursuant to subsection 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders in order proposing to permit distribute their securities through such underwriting shall (together with the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 2subsection 1.3, if the underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating underwriter may limit the number of Registrable Securities to be included in the registration and underwriting; provided, however in no event shall the amount of Registrable Securities of the Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the Holders may be excluded entirely if the underwriters make the determination described above or the Holders holding a majority of the Registrable Securities consent in writing to such a reduction. In the event of a cutback by the managing underwriter of the number of Registrable Securities to be included in the registration and underwriting, the Company shall so advise all Holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares first among all of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other such Holders, with such shares allocated among such other excluding the Holders of Founder Shares, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders at as of the time date of filing the notice pursuant to subsection 1.3(a)(i). If, after such Holders participate to the full extent they desire in such registration statementand underwriting, the managing underwriter determines that additional shares of Registrable Securities may be included, the number of such shares shall be allocated among all of the Holders of Founder Shares in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders of Founder Shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person he or she may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by other Holders may excluded or withdrawn from such underwriting shall be included in withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten OfferingIf a Registration Statement under which the Company gives notice under this Clause 2.2 is for an underwritten offering, then the Company shall retain underwriters that are reasonably acceptable so advise JOYY. In such event, the right of JOYY to be included in a registration pursuant to this Clause 2.2 shall be conditional upon JOYY’s participation in such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The Company underwriting and the Holder or Holders shall inclusion of JOYY’s Registrable Securities in the underwriting to the extent provided herein and JOYY enter into an underwriting agreement in customary form with the underwriter that is acceptable to or underwriters of internationally recognized standing selected for such underwriting by the Company and take all reasonable actions setting forth such terms for the underwritten offering as are requested by have been agreed upon between the managing Company and the underwriters. In the event the underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities therein. Notwithstanding any other provision of this Section 2, if the underwriter advises the Initiating Holders advise JOYY in writing that marketing market factors (including the aggregate number of Registrable Securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities that would otherwise requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company, but excluding securities sold for the account of the Company and Equity Securities included in the Registration pursuant to Section 2.4 or Section 3 of the Shareholders Agreement, if any) from the Registration and underwritten pursuant heretooffering, and (ii) second excluding from the Registration and underwritten offering (A) all Registrable Securities held by Holders and (B) all Equity Securities included in the Registration pursuant to Section 3 of the Shareholders Agreement, if any, and so long as the number of shares of Registrable Securities that may to be included in the registration Registration on behalf of the non-excluded holders in (A) and underwriting shall be allocated as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares (B) above is allocated among all such other Holders non-excluded holders in proportion, as nearly as practicable, to the respective amounts of Equity Securities requested by such holders to be included. Any Registrable Securities held by excluded or withdrawn from such other Holders at underwriting shall be excluded and withdrawn from the time of filing the registration statementRegistration. If any Holder of Registrable Securities JOYY disapproves of the terms of the any such underwriting, such Person JOYY may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriters) delivered at least ten (10) Business Days prior to the effective date of the Registration Statement. If by the withdrawal of such Any Registrable Securities a greater number of shares of Registrable Securities held by other Holders may excluded or withdrawn from such underwritten offering shall be included in such registration (up to withdrawn from 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedRegistration.

Underwriting. In BALAH, BAII and the Xxxxxxx Shareholder Group Notice Party shall include in each of their respective requests for any underwritten public offering made pursuant to Section 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. The Corporation shall include in the written notice referred to in paragraph (a) of Section 7.1.1 the name or names of such underwriter or underwriters to be employed. If any Underwritten Offeringsale proposed pursuant to Section 7.1.1 is to be effected pursuant to an underwritten public offering, the Company right of any Registration Rightsholder to registration pursuant to Section 7.1 shall retain underwriters that are reasonably acceptable be conditioned upon such Registration Rightsholder's participation in such underwriting and the inclusion of such Registration Rightsholder's Registrable Securities in the underwriting to such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersextent provided herein. The Company and the Holder or Holders Corporation shall (together with all 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 underwriter that is acceptable to or underwriters selected for such underwriting in the Company and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinmanner set forth above. Notwithstanding any other provision provisions of this Section 27.1, if the managing underwriter advises the Initiating Holders Corporation in writing that marketing factors require a limitation of the number of shares Registrable Securities to be underwritten, then the Initiating Holders Corporation shall so advise all Holders beneficial owners of Registrable Securities that 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 as set forth in this Section 2(b). The shares first among the members of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with Shareholder Group requesting such shares allocated among such other Holders registration in proportion, as nearly as practicablepractical, to the respective amounts of Registrable Securities held that were proposed to be sold by such Registration Rightsholders and second, to the extent that the limitation established by the managing underwriter is not exhausted by the members of such Shareholder Group, among the Corporation and other Holders at Persons that are not members of such Shareholder Group in proportion, as nearly as practical, to the time respective amounts of filing Registrable Securities that were proposed to be sold by such Persons. No Registrable Securities excluded from the registration statementunderwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder of Registrable Securities Registration Rightsholder disapproves of the terms of the underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, Corporation and the managing underwriter and the Initiating Holdersunderwriter. If The Registrable Securities so withdrawn shall also be withdrawn from registration; provided, however, that, if --------- ------- by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held beneficially owned by other Holders Registration Rightsholders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company Corporation shall offer to all Holders Registration Rightsholders who have included Registrable Securities in the registration the right to include additional Registrable Securities Shares in the same proportion used in determining effecting the underwriter limitation referred to above in this Section 2(b)7.1. If The Corporation shall undertake any reasonable measures within its control to cause the underwriter has not limited the number of shares of Registrable Securities sold in any underwritten public offering to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedwidely disseminated.

Underwriting. In connection with any Underwritten Offeringthe event that the registration statement filed pursuant to Section 2 shall be for an underwritten public offering, the Company right of Holder to registration pursuant to Section 2 shall retain underwriters that are reasonably acceptable be conditioned upon the Holder's participation in the underwriting and the inclusion of such Xxxxxx's Registrable Securities in the underwriting to the extent provided herein. The Holder proposing to distribute its Common Stock through such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall any shareholders distributing their Common Stock through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested or underwriters selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders 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 that would otherwise be underwritten pursuant hereto, the Holder and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as set forth among the Holder and any other selling shareholders in this Section 2(b). The shares proportion (excluding warrants or their equivalent issued to the underwriter of Registrable Securities that a registered public offering which may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportiontheir 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 other Holders selling shareholders at the time of filing the registration statement. If any Holder of the Registrable Securities are excluded, no securities may be sold for the account of any shareholders or securityholders. If the Holder disapproves of the terms of the any such underwriting, such Person it may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If by the withdrawal of such Any Registrable Securities excluded or withdrawn from such underwriting shall not be transferred in a greater number public distribution prior to 90 days after the effective date of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall 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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedstatement relating thereto.

Underwriting. In connection with any Underwritten OfferingIf the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Shareholders as part of the written notice given pursuant to Section 2.1(a)(i). In such Holder or Holders event the right of Shareholders to registration pursuant to Section 2.1 shall be conditioned upon such Shareholders’ participation in order such underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersextent provided herein. The Shareholders and all other shareholders proposing to distribute their securities through such underwriting shall (together with the Company and the Holder or Holders shall other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 22.1, if the managing underwriter advises the Initiating Holders in writing reasonably determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise managing underwriter may limit some or all Holders of the Registrable Securities that would otherwise may be underwritten pursuant hereto, included in the registration and underwriting as follows: the number of shares of Registrable Securities that may be included in the registration and underwriting by the Shareholders shall be allocated as set forth in this determined, subject to Section 2(b). The 2.2 below, by multiplying the number of shares of Registrable Securities that may be included shall be allocated first Common Stock of all selling shareholders, including the Company, which the managing underwriter is willing to include in such registration and underwriting, times a fraction, the shares requested to be included by numerator of which is the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by the Shareholders, and the denominator of which is the total number of shares of Common Stock (including the Registrable Securities) which all selling shareholders, including the Company, have requested to have included in such other Holders at registration and underwriting. To facilitate the time allocation of filing shares in accordance with the registration statementabove provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If any Holder of Registrable Securities Shareholder disapproves of the terms of the any such underwriting, such Person he may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter underwriter, delivered not less than seven days before the effective date and such withdrawal shall not prevent the Initiating Holders. If by the withdrawal Shareholder from again exercising his registration rights in respect of such withdrawn Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included as described in such registration subsection (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(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limiteda) above.

Underwriting. In connection with any Underwritten Offeringthe event a registration pursuant to Section 5.1 involves an underwriting, the Company shall retain underwriters that are reasonably acceptable advise the Holders as part of the notice given pursuant to such Holder or Holders in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, Section 5.1(a)(i) that the Company right of any Holder to registration pursuant to Section 5.1 shall have be conditioned upon such Holder’s participation in the exclusive right underwriting arrangements required by this Section 5.1, and the inclusion of such Holder’s Registrable Securities in the underwriting to select the bookrunning managersextent requested shall be limited to the extent provided herein. The Company and the Holder or shall (together with all Holders shall proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter that is acceptable selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company’s reasonable approval. The Company and take all reasonable actions as are requested by the managing underwriters shall not be required to facilitate the Underwritten Offering and sale include any of the Registrable Securities thereinsecurities 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 25.1, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders Company shall so advise all Holders holders of Registrable Securities that 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 as set forth in this Section 2(b). The shares of Registrable Securities that may be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other 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. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person 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 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If by the registration does not become effective due to the withdrawal of such Registrable Securities and the withdrawal of the registration is not the result of a greater number material adverse change in the Company’s business, financial condition or results of shares operations since the date of Registrable Securities held by other the written request of the Initiating Holders may be included in such pursuant to this Section 5, then, at the Holder’s option, either (1) the Holders requesting registration (up to the maximum of any limitation imposed by the underwriters), then shall reimburse the Company for expenses incurred in complying with the request or (2) the aborted registration 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 be treated as effected for purposes of Section 2(b5.1(b)(iv). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. In connection with If any Underwritten Offeringregistration pursuant to this Agreement involves an underwriting, the Company shall retain underwriters that are reasonably acceptable to so advise the Holder. In such Holder or Holders in order to permit event, the right of the Holder or Holders to effect registration shall be conditioned upon Holder’s participation in such disposition underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If the Holder proposes to distribute its Registrable Securities through an Underwritten Offering; providedunderwriting, however, that it shall together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall any other holders distributing their shares of Common Stock through such underwriting enter into an underwriting agreement in customary form with the managing underwriter that is acceptable to the Company and take all reasonable actions as are requested selected for such underwriting by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany. Notwithstanding any other provision of this Section 22 (Registration Rights), but subject to the Co-Sale rights of the Holder under the Purchase Agreement of even date herewith between the parties, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders managing underwriter may limit the Registrable Securities and other securities to be included in such registration. The Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, 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 as set forth (subject to pre-existing obligations of the Company and provided that, notwithstanding anything herein to the contrary, the rights and obligations in this Section 2(b). The shares of Registrable Securities that may sentence shall not be included shall be allocated first to the shares requested to be included by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicableassignable) (i) first, to the respective amounts Holder to the maximum amount of Registrable Securities held by such other Holders the Holder at the time of filing of the registration statement, and (ii) thereafter among the other holders of shares of Common Stock pro rata in the same fashion. If any the Holder of Registrable Securities disapproves of the terms of the any such underwriting, such Person it may elect to withdraw therefrom by written notice to the Company, Company and the managing underwriter 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 90 days after the Initiating Holders. If by the withdrawal effective date of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration statement relating thereto, or such other shorter period of time as the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b). If the underwriter has not limited the number of shares of Registrable Securities to be underwritten, the Company underwriters may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedrequire.