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 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 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 so advise the Stockholders as a part of the written notice given pursuant to Section 1.02(a)(i). In such event, the right of each Stockholder to include its Registrable Securities in such Registration pursuant to this Section 1.02 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. Each Stockholder whose Registrable Securities are reasonably acceptable to be included in such Holder or Holders Registration shall (together with the Company) agree to sell such Stockholder’s Registrable Securities on the basis provided in order to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that any customary underwriting arrangements approved by the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall complete and execute all customary questionnaires, power of attorney, indemnities and other documents, in each case in customary form, required for such underwriting arrangements and 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 for 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 21.02, if the representative of the underwriter advises the Initiating Holders in writing or underwriters determines that marketing factors require a limitation of on the number of shares Registrable Securities to be underwritten, the Initiating Holders shall so advise representative 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 Stockholders requesting Registration, and the number of shares of Registrable Securities that may be included in the registration Registration and underwriting by each of the Stockholders 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 proposed to be in included in such Registration), by such minimum number of shares as is necessary to comply with such limitation. For the avoidance of doubt, none of the Equity Securities being Registered by the Company for its own account 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 statementexcluded. If any Holder of Registrable Securities the Stockholders 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 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 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 The right of any Underwritten Offering, Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in an underwriting and the Company shall retain underwriters that are reasonably acceptable inclusion of such Holder’s Registrable Securities 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 representative of the underwriter that is or underwriters selected for such underwriting by the Company, 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 a majority in interest of the Registrable Securities thereinInitiating Holders. Notwithstanding any other provision of this Section 22.1, if the underwriter advises underwriters advise the Initiating Holders in writing that marketing factors require a limitation of on the number of shares Registrable Securities 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 so included in the registration and underwriting shall be allocated as set forth among all Holders requesting to include Registrable Securities in this Section 2(b). The shares such registration statement based on the pro rata percentage of Registrable Securities that may be included shall be allocated first to the shares each such Holder has 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 statement. In no event shall the number of Registrable Securities underwritten in such registration be limited unless and until all Registrable Securities held by persons other than Holders, including the Company, are completely excluded from such offering. If a person who has requested inclusion in such registration as provided above does not agree to the maximum terms of any limitation imposed such underwriting, such person shall be excluded therefrom by written notice from the underwritersCompany, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If Registrable Securities are so withdrawn from the registration and if the number of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall offer to all Holders who have included Registrable Securities retained rights to include securities in the registration the right to include additional Registrable 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 Securities so withdrawn, with such Registrable Securities to be underwrittenallocated among such Holders requesting additional inclusion, 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 limitedas 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 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 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 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 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. 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 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. In connection with any Underwritten OfferingIf the applicable sale of securities is to be effected pursuant to an underwritten public offering, the Company right of any Registration Rightsholder to registration pursuant to Section 7.2 shall retain underwriters that are reasonably acceptable to be conditioned upon such Holder or Holders Registration Rightsholder'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 Registration Rightsholder's Registrable Securities in the underwriting to the extent provided herein. All Registration Rightsholders proposing to distribute their securities through such underwriting (together with the Corporation and other beneficial owners distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter that is acceptable to the Company and take all reasonable actions as are requested by the managing or underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinselected for such underwriting. Notwithstanding any other provision provisions of this Section 27.2, if the managing underwriter advises the Initiating Holders Corporation in writing that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders Registrable Securities and the other securities to be included in any registration and underwriting may be limited. In such event, the Corporation shall so advise all Holders Registration Rightsholders and all beneficial owners of Registrable Securities that such other securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities and such other outstanding securities (if any) that may be included in the registration and underwriting shall be allocated 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 among all Registration Rightsholders and then the shares requested to be included by other Holders, with such shares allocated among such other Holders beneficial owners thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held and such other securities that were proposed to be sold by such Registration Rightsholders and other Holders at beneficial owners. In the time event of filing any conflict between the registration statementterms of Section 7.1.2 and the terms of this Section 7.2.2, the terms of Section 7.1.2 shall prevail. 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 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)7.2. 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 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 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 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 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(a)(i). In such event the right of any Holder or to registration pursuant to Section 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 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 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 the Other Shareholders 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 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 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 The Company shall advise the Holders of the managing underwriters for any Underwritten Offering, Offering proposed under 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 managersPiggyback Registration Statement. The Company right of any such Holder’s Registrable Shares to be included in any Piggyback 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 heretoShares) from the Piggyback Registration Statement and the Underwritten Offering, and the number of shares of Registrable Securities that may be any Shares included in the registration Piggyback 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 and the Prior Holder(s) requesting inclusion of their Registrable Shares in such Piggyback 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 (up underwriter, delivered at least 10 Business Days prior to the maximum effective date of any limitation imposed by the underwriters), then Piggyback 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 limitedPiggyback 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 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 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 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 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 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. 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 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(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 If a Piggyback Registration is for a registered public offering involving an underwriting (an "Underwritten Offering") or pursuant to a registration required by a purchaser of Company shares pursuant to a private offering (a "PIPE Offering"), the Company shall retain underwriters that are reasonably acceptable to such Holder or Holders in order to permit so advise Executive 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 other holders of Common Stock 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 the a 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 2ARTICLE IV, if if: (i) 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, Executive 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 Common Stock proposing to distribute their securities through such underwriting (except those holders who have indicated to the shares requested Company their decision not to be included by the Initiating Holders and then the shares requested to be included by other Holders, with distribute any of their Securities through such shares allocated among such other Holders underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities securities held by such other Holders holders at the time of filing the registration statement; and (ii) if the securities issuance documents in the PIPE Offering as interpreted by the Company's Board of Directors impose any restriction on the Company granting registration rights to other persons during the pendency of the PIPE Offering or at any particular time thereafter, then the Company shall be under no obligation to register any of the Option Shares during the applicable period of time so required by the PIPE Offering documents. No Registrable Securities excluded from the underwriting by reason of the underwriter market limitation shall be included in such registration. Notwithstanding anything to the contrary in this ARTICLE IV, (a) no reduction shall be made with respect to securities offered by the Company for its own account in connection with the Piggyback Registration, and (b) no reduction in the securities to be registered by Executive shall occur until all other securities, other than those offered by the Company, have been reduced pro rata to the reduction of the Registrable Securities which were requested to be included and eligible for resale in such offering. If any Holder of Registrable Securities Executive disapproves of the terms of the underwriting, such Person Executive may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holdersother holders. If by In such event, the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may affected 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 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 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 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 Any notice provided to Holding by the Company pursuant to Section 2(b)(i) in connection with an Underwritten Offering shall advise Holding of the managing underwriters for any Underwritten Offering, Offering proposed under 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 managersPiggyback Registration Statement. The Company right of Holding’s Registrable Shares to be included in any Piggyback Registration Statement pursuant to this Section 2(b)(i) shall be conditioned upon participation in such Underwritten Offering and the Holder or Holders inclusion of Holding’s Registrable Shares in the Underwritten Offering to the extent provided herein. Holding, if distributing 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 Holding shall not 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 heretoShares) from the Piggyback Registration Statement and the Underwritten Offering, and the number of shares of Registrable Securities that may be any Shares included in the registration Piggyback 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 of Registrable Securities held by Company, and second, to Holding, and third, to any other Person included in such other Holders at the time of filing the registration statementPiggyback Registration Statement. If any Holder of Registrable Securities Holding disapproves of the terms of the underwritingany Underwritten Offering, such Person Holding may elect to withdraw therefrom by written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter, delivered at least 10 Business Days before the effective date of the Piggyback Registration Statement. If by Any Registrable Shares excluded or withdrawn from such Underwritten Offering shall be excluded and withdrawn from 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 limitedPiggyback Registration Statement.

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 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 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 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 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 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 any Underwritten OfferingThe Lender shall evaluate the proposed Additional Mortgaged Property, and shall make underwriting determinations as to the Aggregate Debt Service Coverage Ratio for the Trailing 12 Month Period and the Aggregate Loan to Value Ratio applicable to the Collateral Pool, on the basis of the lesser of (i) if purchased by the Borrower within 12 months of the related Collateral Addition Request, the Company acquisition price of the proposed Additional Mortgaged Property or (ii) a Valuation made with respect to the proposed Additional Mortgaged Property, and otherwise in accordance with Xxxxxx Mae’s DUS Underwriting Requirements, including applicable underwriting floors. Within 30 days after receipt of (i) the Collateral Addition Request for the proposed Additional Mortgaged Property and (ii) all reports, certificates and documents set forth on Exhibit S to this Agreement, including a zoning analysis undertaken in accordance with Section 206 of the DUS Guide, the Lender shall retain underwriters that are reasonably acceptable notify the Borrower whether or not it shall consent to such Holder or Holders in order the addition of the proposed Additional Mortgaged Property to permit the Holder or Holders to effect such disposition through an Underwritten Offering; providedCollateral Pool and, howeverif it shall so consent, that shall set forth the Company shall have Aggregate Debt Service Coverage Ratios for the exclusive right to select the bookrunning managers. The Company Trailing 12 Month Period and the Holder or Holders Aggregate Loan to Value Ratio which it estimates shall enter into an underwriting agreement in customary form with result from the underwriter that is acceptable addition of the proposed Additional Mortgaged Property 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)Collateral Pool. If the underwriter has Lender declines to consent to the addition of the proposed Additional Mortgaged Property to the Collateral Pool, the Lender shall include, in its notice, a brief statement of the reasons for doing so. Within five Business Days after receipt of the Lender’s notice that it shall consent to the addition of the Additional Mortgaged Property to the Collateral Pool, the Borrower shall notify the Lender whether or not limited it elects to cause the number of shares of Registrable Securities proposed Additional Mortgaged Property to be underwrittenadded to the Collateral Pool. If the Borrower fails to respond within the period of five Business Days, it shall be conclusively deemed to have elected not to cause the Company may include securities for its own account if proposed Additional Mortgaged Property to be added to 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 limitedCollateral Pool.

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 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. 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. 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. 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 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. 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. 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 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 with any Underwritten Offering, the The Company shall retain notify the Holders of the identity 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 by the Company 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)IPO Registration Statement, then the Company shall offer to all Holders who have included Registrable Securities provided, that if, in the registration opinion of counsel, such withdrawal would necessitate a re-circulation of the right Prospectus to include additional investors, such Holder shall be required to deliver such written notice at least twenty (20) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Securities in Shares excluded or withdrawn from such Underwritten Offering shall be excluded and withdrawn from 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. (a) In connection with any Underwritten OfferingShelf Take-Down or Underwritten Demand Registration, the Company shall retain underwriters that are reasonably acceptable to Shelf Take-Down Initiating Sponsor requesting such Holder Shelf Take-Down or Holders in order to permit the Holder or Holders to effect Demand Initiating Sponsor requesting such disposition through an Underwritten Offering; providedDemand Registration, howeveras the case may be, that the Company shall have the exclusive right to select the bookrunning managersunderwriter or underwriters to administer the offering, including the lead managing underwriter, which underwriter or underwriters shall be reasonably acceptable to the Company. 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 the Shelf Take-Down Initiating Sponsor or the Demand Initiating Sponsor, as the case may be, 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 therein. Company. (b) Notwithstanding any other provision of this Section 2Article IV, if the underwriter advises in an Underwritten Shelf Take-Down or a Demand Registration shall advise the Company and the Shelf Take-Down Initiating Holders in writing Sponsor or Demand Initiating Sponsor, as the case may be, that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares Shares to be underwritten, then the Initiating Holders Company shall so advise all Holders of Registrable Securities Sponsor Funds 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 Sponsor Funds in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such other Holders Sponsor Funds at the time of filing delivery of notice to the registration statement. If Company by the Shelf Take-Down Initiating Sponsor or the Demand Initiating Sponsor, as the case may be. (c) Subject to Section 4.5, if any Holder of Registrable Securities participating Sponsor Fund disapproves of the terms of the underwriting, such Person Sponsor Fund may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. other participating Sponsor Funds. (d) 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 there is no 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 on the number of shares of Registrable Securities to be underwrittenunderwritten (taking into account the non-participating Sponsor Funds’ rights to participate, as applicable), the Company may include securities Shares for its own account (or for the account of other Stockholders) in such underwriting if the underwriter so agrees and if advises the number of shares of Registrable Securities which would otherwise have been Shelf Take-Down Initiating Sponsor or the Demand Initiating Sponsor, as the case may be, in writing that, in its or their opinion, the Company’s (or other Stockholders’) Shares to be included in such registration and underwriting will would not thereby be limitedlikely to have an adverse effect on the price, timing or distribution of the Shares offered or the market for the Shares offered.

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 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. (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 of a registration pursuant to Section 5.1, 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 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 25.1, 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 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 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 in the event of such limitation on the number of shares to be underwritten, then no shares of Founder's Stock shall be included unless all shares of Registrable Securities held requested by the Holders other than the Founders, including any shares issued in respect thereof upon conversion or otherwise, to be included in such underwriting are so included. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such 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. In connection with any Underwritten OfferingThe Lender shall evaluate the proposed Additional Mortgaged Property, and shall make underwriting determinations as to the Aggregate Debt Service Coverage Ratio for the Trailing 12 Month Period and the Aggregate Loan to Value Ratio applicable to the Collateral Pool, on the basis of the lesser of (i) if purchased by the Borrower within 12 months of the related Collateral Addition Request, the Company acquisition price of the proposed Additional Mortgaged Property or (ii) a Valuation made with respect to the proposed Additional Mortgaged Property, and otherwise in accordance with Xxxxxx Mae’s DUS Underwriting Requirements, including applicable underwriting floors. Within 30 days after receipt of (i) the Collateral Addition Request for the proposed Additional Mortgaged Property and (ii) all reports, certificates and documents set forth on Exhibit S to this Agreement, including a zoning analysis undertaken in accordance with Section 206 of the DUS Guide, the Lender shall retain underwriters that are reasonably acceptable notify the Borrower whether or not it shall consent to such Holder or Holders in order the addition of the proposed Additional Mortgaged Property to permit the Holder or Holders to effect such disposition through an Underwritten Offering; providedCollateral Pool and, howeverif it shall so consent, that shall set forth the Company shall have Aggregate Debt Service Coverage Ratios for the exclusive right to select the bookrunning managers. The Company Trailing 12 Month Period and the Holder or Holders Aggregate Loan to Value Ratio which it estimates shall enter into an underwriting agreement in customary form with result from the underwriter that is acceptable addition of the proposed Additional Mortgaged Property 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)Collateral Pool. If the underwriter has Lender declines to consent to the addition of the proposed Additional Mortgaged Property to the Collateral Pool, the Lender shall include, in its notice, a brief statement of the reasons for doing so. Within five Business Days after receipt of the Lender’s notice that it shall consent to the addition of the proposed Additional Mortgaged Property to the Collateral Pool, the Borrower shall notify the Lender whether or not limited it elects to cause the number of shares of Registrable Securities proposed Additional Mortgaged Property to be underwrittenadded to the Collateral Pool. If the Borrower fails to respond within the period of five Business Days, it shall be conclusively deemed to have elected not to cause the Company may include securities for its own account if proposed Additional Mortgaged Property to be added to 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 limitedCollateral Pool.

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. 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 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 part of the written notice given pursuant to subsection 9.6(a)(i). In such event, the right of any Holder or Holders to registration pursuant to Section 9.6 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 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 29.6, if the underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) securities (other than Registrable Securities) held by officers or directors of the Company and by Other Shareholders shall be excluded from such registration to the extent so required by such limitation, and (ii) if a limitation of the number of shares to be underwrittenunderwritten is still required, the Initiating Holders Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant heretorequesting registration, and the number of shares of Registrable Securities that may be included in the registration and underwriting on behalf of such Holders shall be allocated reduced 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 required, such reduction 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 persons 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 party 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 (a) If requested by the underwriters for any Underwritten Offeringunderwritten offering of Registrable Securities pursuant to a registration under Section 2, 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 will enter into and perform its obligations under an underwriting agreement in customary form with the underwriter that is acceptable underwriters for such offering, such agreement to contain such representations and warranties by the Company and take all reasonable actions such other terms and provisions as are requested by customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, customary provisions relating to indemnitees and contribution and the managing underwriters to facilitate the Underwritten Offering provision of opinions of counsel and sale of the accountants' comfort letters. If 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 are to be underwrittendistributed by such underwriters on behalf of any Holder, such Holder shall also be a party to any such underwriting agreement. (b) If any registration pursuant to Section 4 shall involve an underwritten offering, the Initiating Holders shall so advise all Holders of Company may require 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 registered pursuant to be included by other Holders, with such shares allocated among such other Holders in proportion, as nearly as practicable, Section 4 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 underwriting on the same terms and conditions as shall be applicable to the maximum of securities being sold through underwriters under such registration. In such case, each Holder requesting registration shall be a party to any limitation imposed such underwriting agreement. Such agreement shall contain such representations and warranties by the underwriters)Holders requesting registration and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, then including, without limitation, provisions relating to indemnitees and contribution (it being understood that each Holder shall not be required to make any representation concerning the Company shall offer or its business or to all Holders who have included Registrable Securities indemnify or contribute for any liabilities, losses or expenses related to any omission or misstatements in any registration statement or prospectus except to the registration extent based upon information provided in writing by the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(bHolder expressly for use therein). If the underwriter has not limited the number of shares . (c) In any offering of Registrable Securities pursuant to a registration hereunder, each Holder requesting registration shall also enter into such additional or other agreements as may be underwrittencustomary in such transactions, which agreements may contain, among other provisions, such representations and warranties as the Company or the underwriters of such offering may include securities reasonably request (including, without limitation, those concerning such Holder, its Registrable Securities, such Holder's intended plan of distribution and any other information supplied by it to the Company for its own account if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included use in such registration statement), and underwriting will customary provisions relating to indemnitees and contribution (it being understood that each Holder shall not thereby be limitedrequired to make any representation concerning the Company or its business or to indemnify or contribute for any liabilities, losses or expenses related to any omission or misstatements in any registration statement or prospectus except to the extent based upon information provided in writing by the Holder expressly for use therein).

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 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 The Company shall advise the Holders of the managing underwriters for any Underwritten Offering, Offering proposed under 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 managersPiggyback Registration Statement. The Company right of any such Holder’s Registrable Shares to be included in any Piggyback 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 heretoShares) from the Piggyback Registration Statement and the Underwritten Offering, and the number of shares of Registrable Securities that may be any Shares included in the registration Piggyback 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 allocated, first, to the Company, and second, to each of the Holders and the Prior Holder(s) requesting inclusion of their Registrable Shares (or equivalent term under the applicable agreement with such Prior Holder) in such Piggyback Registration Statement on a pro rata basis based on the total number of such 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 statementincluded. 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 (up underwriter, delivered at least 10 Business Days prior to the maximum effective date of any limitation imposed by the underwriters), then Piggyback 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 limitedPiggyback Registration Statement.

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.

Underwriting. In connection with any Underwritten Offeringthe event that a registration pursuant to Section 2.1 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 2.1(a)(i). The right of any Holder to registration pursuant to Section 2.1 shall be conditioned upon such Holder or Holders Holder's participation in order the underwriting arrangements required by this Section 2.1 and the inclusion of such Holder's Registrable Securities in the underwriting, to permit the Holder or Holders extent requested, 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 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 22.1, 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 participating 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 among all participating 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 participating Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. 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 participating 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 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 limitedregistration.

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 Initiating Holders intend to distribute the ------------ Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request made pursuant to Section 1.3 hereof and the Company shall retain underwriters that are reasonably acceptable include such information in the written notice referred to in Section 1.3(a)(i) above. In such event, the right of any Holder or Holders to registration pursuant to Section 1.3 shall be conditioned upon such Holder's participation in order 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, 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 in writing 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 offering. 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 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 statementstatements. 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 (i) 180 days after the effective date of shares the initial registration of Registrable Securities held by other Holders may be included in such registration the Company's securities, (up to ii) 90 days after the maximum effective date of any limitation imposed by subsequent registration, or (iii) such other shorter period of time as 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)underwriters may reasonably 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 the account of others 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. If any Holder proposes to conduct an Underwritten Offering under a Shelf Registration Statement, such Holder shall advise the Company and all other Holders whose securities are included in the applicable Registration Statement (if applicable) of the managing underwriters for such proposed Public Offering; such managing underwriters to be subject to the approval of the Company, not to be unreasonably withheld. In connection with any Underwritten Offeringsuch event, 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 managing underwriters, which shall include, among other provisions, indemnities to the Company effect and to the extent provided in Section 7, and shall take all such other reasonable actions as are requested by the managing underwriters underwriter in order to expedite or facilitate the Underwritten Offering registration and sale disposition of the Registrable Securities thereinincluded in such Public Offering; provided, however, that the Company shall be required to cause appropriate officers of the Company or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Public Offering only if the Holders reasonably anticipate gross proceeds from such Public Offering of at least US$50 million. All Holders proposing to distribute their Registrable Securities through such Public Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the underwriters. Notwithstanding any other provision of this Section 2Agreement, with respect to a Public Offering in connection with a Registration Statement, 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 Ordinary 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 such Public Offering, then the registration managing underwriters may exclude Registrable Securities from the Public Offering, and underwriting any Registrable Securities included in the Underwritten Offering shall be allocated as set forth in this Section 2(b). The shares to each of the Holders requesting inclusion of their Registrable Securities that may be included shall be allocated first to in such Public Offering 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 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 total number 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 requested 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 limitedincluded.

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 to registration pursuant to Section 2.2 hereof 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 other Holders shall 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, 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 (i) in the case of the Company’s Initial Public Offering, to zero, and (ii) in the case of any other offering, to an amount no less than thirty percent (30%) of the Registrable Securities requested to be registered. The Registrable Securities held by the Company’s directors, officers, employees, consultants and Ordinary Holders shall be reduced completely before any reduction is made to the Registrable Securities held by the Preferred 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. 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 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 25% 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 Securities 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 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 Section 5.2(a)(i). In such event the right of any Holder or to registration pursuant to Section 5.2 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 Piggyback 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 25.2, 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 managing underwriter and the Company may reduce the Registrable Securities to be included in such registration to the extent the underwriters deem necessary; provided, however, that any Registrable Securities held by the Piggyback Holders proposed to be included in the registration and underwriting shall be reduced to zero prior to any reductions with respect to Registrable Securities held by any other Holders. 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 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. 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 18(c)(i)(A). In such event the right of any Holder or to registration pursuant to this Section 18(c) 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 218(c), 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 18(c). 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: 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(b18(c). 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, 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 holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and such other securities 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. Nothing in this Section 18(c)(ii) 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 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 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 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 5.2(a)(i). In such event, the right of any Holder or to registration pursuant to Section 5.2 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 other Holders shall 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 25.2, 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 zero, PROVIDED HOWEVER, that in the event of such limitation, then the shares of Company capital stock to be included in the registration held by any Company officer or director shall be reduced on a pro rata basis according to the total number of shares to be included in such registration. The Company shall so advise all Holders of Registrable Securities that would otherwise requesting to be underwritten pursuant hereto, included in the registration and underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated 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, PROVIDED, HOWEVER, in the event of such limitation on the number of shares to be underwritten in any such registration with an effective date falling prior to the expiration of two years from the IPO, then the shares of Company capital stock to be included in the registration held by any Company officer or director shall be reduced on a pro rata basis according to the total number of shares to be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities 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 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 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 to so advise Eligible Holders. In such Holder or Holders in order to permit event, the Holder or right of Eligible Holders to effect include Registrable Securities in a Registration pursuant to this Section 2.3 shall be conditioned upon the Eligible Holder's participation in 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 Eligible Holder's Registrable Securities in the underwriting to the extent provided herein. Each Selling Shareholder shall, in such event, enter into an underwriting agreement in customary form in connection with registrable secondary offerings 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 underwriter advises underwriter(s) advise(s) the Initiating Holders Company and the Selling Shareholders in writing that marketing factors require a limitation of in its or their opinion the number of shares securities requested to be underwrittenRegistered exceeds the Maximum Number, then the Initiating Holders Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, the Selling Shareholders and include such Maximum Number in the Registration. The number of shares of Registrable Securities that may be included in the registration Registration and the 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 Holdersallocated, with such shares allocated among such other Holders in proportion, as nearly as practicablefirst, to the respective amounts Company, and second, to any securityholders of Registrable Securities held by the Company who have registration rights that are senior to those of the Selling Shareholders, and third, to all Selling Shareholders and any other securityholders of the Company who have registration rights that are pari passu with those of the Selling Shareholders, based on the relative proportion of shares of all such Selling Shareholders and other Holders at securityholders, and fourth, if any, to other securityholders of the time Company who have requested that their securities be included in such Registration Statement and who hold contractual registration rights with respect to such securities that are junior to those of filing the registration statementSelling Shareholders. If any Holder of Registrable Securities Selling Shareholder who has elected to participate in the underwritten offering disapproves of the terms of the any such underwriting, such Person Selling Shareholder may elect to withdraw therefrom by promptly providing written notice to the CompanyCompany and the underwriter, at any time prior to the sale thereof (or, if applicable, the managing underwriter and the Initiating Holdersentry into a binding agreement for such sale). 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 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 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 1.6(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 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 Section 5(a) and the Company shall retain underwriters that are reasonably acceptable include such information in the written notice referred to in Section 5(a). The right of any Holder to registration pursuant to Section 5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities to be registered in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Holders) and to the extent provided herein. A Holder may elect to include in such underwriting all or Holders in order to permit a 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 managersRegistrable Securities he holds. 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 a majority in interest of the Registrable Securities thereinInitiating Holders. Notwithstanding any other provision of this Section 25, 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 among all Holders requesting inclusion in the registration as set forth in this Section 2(b). The shares follows: (A) all securities proposed to be offered by the Company for its own account or for the account of holders of securities other than Registrable Securities, Existing Registrable Securities or AOL Registrable Securities shall be excluded before any Registrable Securities, Existing Registrable Securities or AOL Registrable Securities are excluded; and (B) if, after all securities other than Registrable Securities, Existing Registrable Securities and AOL Registrable Securities have been excluded, additional limitations are required, then the number of Registrable Securities, Existing Registrable Securities that may be and AOL Registrable Securities, if any, included in the registration shall be allocated first to the shares requested to be included by the Initiating among all Holders and then all holders of Existing Registrable Securities and AOL Registrable Securities requesting inclusion thereof in 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, Existing Registrable Securities held and AOL Registrable Securities proposed to be registered by such other Holders or holders at the time of filing the registration statementstatement subject to the right of the holders of the Existing Registrable Securities under the Investor Rights Agreement, dated April 24, 2000, between the Company and the holders of Existing Registrable Securities to have a minimum number of shares included in such registration. 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 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 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(b5(b). If the underwriter has registration does not limited become effective due to the number of shares withdrawal of Registrable Securities at the behest of the Holder(s) of such Registrable Securities and the withdrawal of the registration is not at the request or on the advice of the Company or the underwriter nor is the result of a material adverse change in the Company's business, financial condition, results of operations or prospects since the date of the written request of the Initiating Holders pursuant to be underwrittenthis Section 5, then either (1) the Holders requesting registration shall reimburse the Company for expenses incurred in complying with the request or (2) if the Holders fail to make such reimbursement, the Company may include securities aborted registration shall be treated as effected for its own account if the underwriter so agrees and if the number purposes of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedSection 5(a)(B).

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). In such Holder or Holders in order to permit event the Holder or right of the Holders to effect registration pursuant to the Section 1.3 shall be conditioned upon the Holders' participation in such disposition through an Underwritten Offering; provided, however, that underwriting and the inclusion of the Holders' Registrable Securities in the underwriting to the extent provided herein. The Holders shall (together with the Company shall have the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall distributing its securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to or underwriters selected for underwriting by the Company and take shall use their best efforts to arrange for all reasonable actions documents and opinions required to be delivered thereunder in respect of their participation as are requested by the managing underwriters selling shareholders to facilitate the Underwritten Offering and sale of the Registrable Securities thereinbe delivered. Notwithstanding any other provision of this Section 21.3, if the managing underwriter advises the Initiating Holders in writing determines that marketing factors require a limitation of on the number of shares to be underwritten, then the Initiating Company shall include in the underwriting only that number of such securities, including Registrable Securities, which the managing underwriter believes will not jeopardize the success of the offering (the securities so included to be apportioned as follows: first all securities which stockholders other than the Holders seek to include in the offering shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and excluded from the offering to the extent limitation on the number of shares included in the underwriting is required, then the number of Registrable Securities shares held by Holders that may be included in the registration and underwriting shall be allocated as set forth in this Section 2(b). The shares apportioned pro rata among the selling Holders according to the total amount of Registrable Securities that may be included shall be allocated first to the shares requested entitled to be included therein owned by the Initiating Holders and then the shares requested to be included by other Holders, with such shares allocated among each selling Holder or in such other Holders in proportion, apportions as nearly as practicable, shall be mutually agreed to the respective amounts of Registrable Securities held by such selling Holders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 25% 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 selling Holders may be excluded if the managing underwriter makes the determination described above and no securities other Holders at than those of the time of filing the registration statementCompany are included. If any Holder of Registrable Securities the Holders or any officer or director 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 limited.registration,

Underwriting. In connection with any Underwritten Offering(a) If a registration pursuant to Section 3 involves an 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 BPFH shall have the exclusive right to select the bookrunning managersmanaging underwriter. The Company and If a registration pursuant to Section 2 involves an underwritten offering, BPFH shall consult with the Holder or Holders Requesting Stockholders as to the selection of the managing underwriter(s) for such underwritten offering. BPFH shall have the right after such consultation to select the managing underwriter(s) for any such underwritten public offering subject to the approval of Requesting Stockholders holding a majority of the Covered Shares requested to be registered in such underwritten offering, which approval may not be unreasonably withheld. Stockholders agree not to discuss the possible engagement of any managing underwriter with such underwriter without the prior written consent of BPFH. (b) If requested by the underwriters for any underwritten offering of Covered Shares pursuant to a registration requested hereunder, BPFH will enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by BPFH and such other terms and provisions as are customarily contained in customary form underwriting agreements with the underwriter that is acceptable respect to secondary distributions, including, without limitation, indemnities and contribution to the Company effect and take all reasonable actions as are requested by to the managing extent provided in Section 6 and the provision to such underwriters and the Requesting Stockholders of opinions of counsel and accountants' letters to facilitate the Underwritten Offering effect and sale of to the Registrable Securities thereinextent provided in Section 4.2(c). 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 heretoThe representations and warranties by, and the number other agreements on the part of, BPFH to and for the benefit of shares such underwriters shall also be made to and for the benefit of Registrable Securities that Requesting Stockholders. As a condition to each Requesting Stockholder's rights under Section 2 and Section 3, such Requesting Stockholder shall become a party to any such underwriting agreement, such agreement to contain such representations and warranties by such Requesting Stockholders and such other terms and provisions as the underwriters may be included in the registration reasonably request, including without limitation, indemnities 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 contributions to the shares requested effect and to be included the extent provided in Section 6. (c) In the case of an underwritten offering of Covered Shares, BPFH shall use its reasonable best efforts to obtain and furnish copies to each Requesting Stockholder of (i) an opinion of counsel for BPFH which is also addressed or confirmed to the Requesting Stockholders, dated the date of the closing under the underwriting agreement, and (ii) a "cold comfort" letter signed 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 independent public accountants who have certified BPFH's financial statements included in such registration statement, each covering substantially the same matters with respect to such registration statement (up and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the maximum date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters in underwritten public offerings of securities. (d) In the event of any limitation imposed by the underwriters)registration pursuant to Section 3 hereof, then the Company shall offer BPFH may require Requesting Stockholders requesting that Covered Shares be registered pursuant to all Holders who have included Registrable Securities Section 3 to participate in the registration the right to include additional Registrable Securities in such underwriting on the same proportion used in determining terms and conditions, and pursuant to the underwriter limitation in this Section 2(b). If same Underwriting Agreement as shall be applicable to persons seeking the underwriter has not limited the number of shares of Registrable Other 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 sold through underwriters under such registration and underwriting will not thereby be limitedregistration.

Underwriting. In connection with any Underwritten OfferingIf a Piggyback Registration is for a registered public offering involving an underwriting, the Company shall retain underwriters that are reasonably acceptable so advise the Holders. In such event, the right of any Holder to Piggyback Registration 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 include the Holder or Holders to effect Registrable Securities they hold through such disposition through an Underwritten Offering; provided, however, that underwriting shall (together with the Company shall have and any other stockholders of the exclusive right to select the bookrunning managers. The Company and the Holder or Holders shall selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter that is acceptable to selected for such underwriting by the Company and take all reasonable actions or the selling stockholders, as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinapplicable. Notwithstanding any other provision of this Section 2Section, if the underwriter advises or the Initiating Holders in writing Company determines that marketing factors require a limitation of the number of shares of Common Stock or the amount of other securities to be underwritten, the Initiating Holders underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders of (except those Holders who failed to timely elect to include their Registrable Securities that would otherwise be underwritten pursuant heretothrough such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration and underwriting, if any. The number of shares of Registrable Securities to be included in such registration and underwriting shall be allocated among such Holders as set forth in this Section 2(b). The follows: (i) If a Piggyback Registration is initiated by the Company, the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date hereof, to all selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included included; and (ii) If a Piggyback Registration is initiated by the Initiating Holders and exercise of demand registration rights by a stockholder or stockholders of the Company (other than the Holders), then the number of shares that may be included in the registration and underwriting shall be allocated first to such selling stockholders who exercised such demand and then, subject to obligations and commitments existing as of the date hereof, to all other selling stockholders, including the Holders, who have requested to sell in the registration, on a pro rata basis according to the number of 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 included. No Registrable Securities held 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 of Registrable Securities disapproves of the terms of the any such underwriting, such Person Holder may elect to withdraw their Registrable Securities therefrom by delivery of written notice to the Company, the managing underwriter Company and the Initiating Holdersunderwriter. If The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable Securities a greater number of 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 pursuant to the terms and limitations set forth herein in the same proportion used above 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 limitedlimitation.

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 indicate in the notice given pursuant to Section 1.6(a). In such event the right of any Holder or to registration pursuant to this Section 1.6 shall be conditioned upon such Holder's agreeing to participate in such underwriting and in 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 distributing their securities through such underwriting) enter into 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 requested or by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinother holders exercising any demand registration rights. Notwithstanding any other provision of this Section 21.6, 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 shall so advise underwriter may exclude some or all Holders of Registrable Securities or other securities from such registration and underwriting (hereinafter an "UNDERWRITER CUTBACK"); provided, however, that would otherwise be if such underwriting relates to any registration statement other than a registration statement being filed with respect to the first registration statement filed by the Company covering an underwritten pursuant hereto, and offering of any of its securities to the general public ("INITIAL PUBLIC OFFERING") in which no secondary shares are included. then (i) in no event shall the aggregate number of shares of Registrable Securities included in such underwriting be reduced below thirty (30%) of the total number of shares proposed to be included in such underwriting. In the event of an Underwriter Cutback, the Company shall so advise all Holders and the other holders distributing their securities through such underwriting, and the number 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 among all holders thereof (other than those holders who are exercising their demand registration rights) on the basis that may be included the holders who are not Holders shall be allocated first to cut back before any cutback of Holders. If the shares requested to be included limitation determined by the Initiating Holders and then the shares requested to underwriter requires an Underwriter Cutback, such Underwriter Cutback shall 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 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 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 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 5.2(a)(i). In such event, the right of any Holder or to registration pursuant to Section 5.2 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 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 25.2, 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 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 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 the number of Registrable Securities included in any such registration shall not be reduced below 30% of the shares included in the registration unless the registration relates to the initial public offering of the Company’s Common Stock. 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 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 the Holders 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 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 OfferingIf 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 Section 2.1 and the Company shall retain underwriters that are reasonably acceptable include such information in the written notice referred to in Subsection 2.1(a). The right of any Holder to registration pursuant to Section 2.1 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders in order and such Holder) to permit the Holder or Holders to effect such disposition through an Underwritten Offering; provided, however, that the extent provided herein. (a) 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 underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, provided, however, that is acceptable to the Company managing underwriter shall be of nationally recognized standing and take all reasonable actions as are requested must be approved by the managing underwriters to facilitate the Underwritten Offering and sale of the Registrable Securities thereinCompany, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this Section 22.2, 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 heretowho have elected to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be 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 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. Holders. (b) If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person he 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 which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn by a greater number of shares Holder of Registrable Securities held by other Holders may 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 to be underwritten, the Company, employees of the Company and other holders of the Company's Common Stock may include securities for its (or their) own account in such registration if the underwriter so agrees and if the number of shares of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limitedlimited by the underwriter and the proposed price at which the securities will be offered to the public is not reduced.

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 7.5(a)(i). In such event, the right of any Holder or Holders to registration pursuant to Section 7.5 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 27.5, 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, 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 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 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 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 and other securities held by such other Holders persons at the time of filing the registration statement; provided, however, that the underwriter's limitation shall not apply to Holders unless it also applies in the same proportion to the Company's other Shareholders. In addition, the Company hereby covenants and agrees not to grant registration rights similar to those contained in Section 7.5 to any other party that will provide such party with preferential terms and conditions with respect to underwriters' limitations. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of the any such underwriting, such Person party 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 If any Underwritten OfferingWarrant Holder making a demand intends to ------------ use an underwriter to distribute the Registrable Securities covered by its request, it shall so advise the Company in its request and the Company shall retain underwriters that are reasonably acceptable include such information in its written notice to other Warrant Holders. In such event, the right of any Warrant Holder or Holders to registration pursuant to this Section 9.1 shall be conditioned upon such Warrant Holder's participation in order to permit such underwriting and the Holder or Holders to effect inclusion in the underwriting of all of the Registrable Securities covered by the request of such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managersWarrant Holder. The Company and the Holder or Holders shall enter into an underwriting agreement in customary form with the an underwriter that is acceptable to the Company and take all reasonable actions as are requested selected by the managing underwriters to facilitate the Underwritten Offering and sale Warrant Holders of a majority of the Registrable Securities thereinproposed to be included in the underwriting, but subject to the approval of the Company which shall not be unreasonably withheld. The underwriting agreement may contain provisions regarding indemnification and contribution from the Company. Notwithstanding any other provision of this Section 29.1, if the underwriter advises the Initiating Warrant Holders and the Company in writing that marketing factors require a limitation of the number of shares of Common Stock to be underwrittenincluded in the underwriting, then all shares in the Initiating Holders underwriting shall be excluded from such registration to the extent required by such underwriting limitation on a pro rata basis and the Company shall so advise all Warrant Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, included in such underwriting and registration and the number of shares included in such underwriting and registration shall be allocated among the Warrant Holders of Registrable Securities that may be included in the requesting 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 total number of Registrable Securities held by such other Warrant Holders at the time of the filing of the registration statement. If the number of shares of Registrable Securities so excluded exceeds twenty percent (20%) of the number of shares of Registrable Securities which the Warrant Holders have requested to be included in such registration, then the Warrant Holders shall be entitled either (i) to require that the registration be deferred for such period of time as the Warrant Holders, the Company and the underwriter may mutually agree upon, but in no event for more than ninety (90) days from delivery of a written notice of the Warrant Holders to the Company requesting such delay or (ii) to withdraw the registration request, provided that it shall count as one of the Warrant Holders' demand registration unless such Warrant Holder reimburses the Company for its pro rata share of the out-of-pocket expenses incurred by the Company in connection with such withdrawn registration request. For purposes of the preceding sentence a Warrant Holder's "pro rata share" shall mean a fraction the numerator of which is the number of Registrable Securities of such Warrant Holder which were to have been registered in such registration and the denominator of which is the total number of shares which were to have been registered in such registration. If any Warrant Holder of Registrable Securities disapproves of the terms of the underwriting, such Person Warrant Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holdersother Warrant Holders delivered at least seven (7) days prior to the Company's execution of an underwriting agreement with respect to the registration. If by the withdrawal of such The Registrable Securities a greater number of shares of Registrable Securities held by other Holders may so withdrawn also 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.