Common use of Underwritten Offerings Clause in Contracts

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day (1) calendar day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, Holders who shall then have two Business Days (2) calendar days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice Notice, may participate in such Underwritten Offering, but shall not count toward the $15.0 50.0 million of Registrable Securities required under clause (i) of this Section 2.04 necessary to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Registrable Securities being disposed of pursuant to the Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in Underwriters for such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditionedsubject to the reasonable consent of the Partnership. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders Partnership and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Selling Holders have the right and option to request under this Section 2.04; provided, further, that if a GSO Holder or Magnetar Holder provided the initial Underwritten Offering Notice to the Partnership, and such Holder subsequently withdraws from such Underwritten Offering prior to such Underwritten Offering’s pricing, while other Holders of at least $50.0 million of Registrable Securities participate in the Underwritten Offering, such Underwritten Offering will count toward the aggregate number of Underwritten Offerings allowed under this Section 2.04, but will not count as a Demand Holder Requested Underwritten Offering for any GSO Holder or Magnetar Holder that withdraws prior to pricing of such Underwritten Offering, notwithstanding that such Holder initially delivered an Underwritten Offering Notice to the Partnership. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08Expenses; provided, however, that if (Ai) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (Bii) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In the event that the Required one or more Holders elect elects to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% Threshold Amount of the then then-outstanding Registrable Securities held by them under a Shelf Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required such Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing such Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders shall have the option and right right, to require the Partnership to effect not more than three (3) Underwritten Offerings Offerings, pursuant to and subject to the conditions of this Section 2.04, subject to a maximum 2.04 of two Underwritten Offerings during any 12-month periodthis Agreement. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day (1) calendar day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, Holders who shall then have two Business Days (2) calendar days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million Threshold Amount of Registrable Securities required under clause (i) of this Section 2.04 necessary to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Registrable Securities being disposed of pursuant to the Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in Underwriters for such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditionedsubject to the reasonable consent of the Partnership. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders Partnership and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Selling Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08Expenses; provided, however, that if (Ai) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (Bii) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, sell or distribute at least the lesser of (i) $15.0 million of Registrable Securities Underwritten Offering Threshold in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under pursuant to a Shelf Registration Statement pursuant to an Underwritten OfferingOffering of Common Shares, the Partnership shall, upon request by the Required Holders shall deliver a notice of such election to the Corporation (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders shall have the option and right to require the Partnership Corporation to effect not more than three the Permitted Number of Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period2.03. Upon delivery of such Underwritten Offering Notice to the PartnershipCorporation, the Partnership Corporation shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the PartnershipCorporation) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days (or one Business Day in the case of an underwritten “bought deal” or “block trade”) from the date that such notice is given to them to notify the Partnership Corporation in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance Upon receipt of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice, the Corporation shall as soon as practicable use its commercially reasonable efforts to facilitate such Underwritten Offering. In the case of an underwritten “bought deal” or “block trade,” the Underwritten Offering Notice shall be given not less than three Business Days prior to the day the offering is to commence. In connection with any Underwritten Offering of Registrable Securities under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with Underwriters shall be selected by the consent of Electing Holders of a majority of and shall be reasonably acceptable to the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditionedCorporation. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Corporation shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Corporation or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the PartnershipCorporation, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten OfferingOffering or if the registration statement relating to an Underwritten Offering is suspended pursuant to Section 2.02, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.042.03. No such withdrawal or abandonment shall affect the PartnershipCorporation’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering2.07.

Underwritten Offerings. In No Person may participate in any registration hereunder which is underwritten unless such Person: (a) agrees to sell the event that same class and type of securities on the Required Holders elect basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to includeapprove such arrangements (including, other than without limitation, pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request any over-allotment or “green shoe” option requested by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order underwriters; provided that no Holder shall be required to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not sell more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want has requested to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause include); (ib) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorneyindemnities, indemnities underwriting agreements and other documents reasonably required of all holders of securities being included in such registration under the terms of such underwriting agreement. Each Selling arrangements; and (c) completes and executes all powers of attorney and custody agreements as reasonably requested by the managing underwriters; provided that no Holder may, at its option, require that included in any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder underwritten registration shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters (other than representations, representations and warranties or agreements regarding such Selling Holder, its authority to enter into holder and such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its holder’s intended method of distribution and distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7 or those provided by the other representation required Holders participating in such underwritten registration. For the avoidance of doubt, each Holder shall execute such customary powers of attorney or custody agreements as are requested by Law. If any Selling Holder disapproves the managing underwriters, appointing as power of attorney or custodian such persons as reasonably requested by the Holders holding the majority of the terms of an underwriting, Registrable Securities. Each Holder shall execute and deliver such Selling Holder other agreements as may elect to withdraw therefrom be reasonably requested by notice to the Partnership, the Electing Holders Company and the Managing Underwriter; providedlead managing underwriter(s) that are consistent with such Holder’s obligations under Section 4, however, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offeringagreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the events will not be considered an Underwritten Offering respective rights and will not decrease obligations created under such agreement shall supersede the number respective rights and obligations of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”)Company and the underwriters created pursuant to this Section 8. In the case of any registration hereunder that is underwritten which is requested by the Holders of NESCO Registrable Securities or Sponsor Registrable Securities, as applicable, the price, underwriting discount and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result financial terms of the occurrence of any event that would reasonably related underwriting agreement for such securities shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred determined by the Partnership during Holders holding a majority of the period from the Launch of NESCO Registrable Securities or Sponsor Registrable Securities, as applicable, requesting such Underwritten Offering until the time underwritten offering, provided, that such price, underwriting discount and other financial terms shall be applicable pari passu among all Selling Holders withdraw from Registrable Securities included in such Underwritten Offeringregistration on a pro rata basis.

Underwritten Offerings. In The Registrants shall use their reasonable best efforts to (A) cause the event that Initial Shelf Registration Statement to be declared effective under the Required Holders elect Securities Act on or prior to include, other than the Effective Date and (B) keep the Initial Shelf Registration Statement (or a Subsequent Shelf Registration Statement) continuously effective under the Securities Act for a period commencing on the date such Initial Shelf Registration Statement is declared effective until the date which is two years after the Closing Date (subject to extension pursuant to the last paragraph of Section 2.02 of this Agreement5 and subject, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding with respect to Registrable Securities held by them under Restricted Persons, to the limitations set forth in Section 2(c)) or such shorter period ending when (1) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold or (2) all Registrable Securities may be sold pursuant to Rule 144 without volume restrictions (such period as it may be extended being the "Effective Period"). ---------------- Notwithstanding any other provision hereof, the Registrants may postpone or suspend the filing or the effectiveness of a Registration Statement pursuant to an Underwritten Offering(or any amendments or supplements thereto), the Partnership shallif (1) such action is required by applicable law, upon request or (2) such action is taken by the Required Holders Registrants in good faith and for valid business reasons (not including avoidance of such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”party's obligations hereunder), retain underwriters in order to permit including the Electing Holders to effect such sale through an Underwritten Offering. providedacquisition or divestiture of assets, howeverother pending corporate developments, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only public filings with the consent of Holders of a majority of Commission or other similar events, so long as the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements Registrants promptly thereafter comply with the Partnership or the underwriters other than representationsrequirements of Section 5(b) hereof, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Lawif applicable. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of Notwithstanding the occurrence of any event that would reasonably referred to in the immediately preceding sentence (a "Suspension"), such event shall not suspend, postpone or in any other manner ---------- affect the running of the time period after which an Illiquidity Event shall be expected deemed to permit occur and, if the Partnership to exercise its rights to suspend the use filing or effectiveness of a Registration Statement is postponed or suspended as a result of a Suspension, an Illiquidity Event shall nonetheless exist if all other registration statement pursuant to requirements set forth for the occurrence of an Illiquidity Event shall be satisfied, and the provisions of Section 2.034 requiring the payment of liquidated damages, then as set forth in such Section, on the Post-Launch Withdrawing Selling Holders Registrable Securities, shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringbe applicable.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon Upon request by the Required ay Holder or Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), the Company shall retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders shall have the option and right to require the Partnership Company to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.042.05, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of the Electing Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall (not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesAgreement, each Selling Electing Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Electing Holder may participate in such Underwritten Offering unless such Selling Electing Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Electing Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Electing Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Electing Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Electing Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Electing Holder disapproves of the terms of an underwriting, such Selling Electing Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from the registration statement relating to an Underwritten Offering prior is suspended pursuant to the pricing of such Underwritten OfferingSection 2.04, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.042.05. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling 2.10. If all Electing Holders withdraw from an Underwritten Offering after prior to the public announcement at launch (pricing of such Underwritten Offering, the “Launch”) events will be considered an Underwritten Offering and will decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05 unless in connection with such withdrawal the Electing Holders reimburse the Company for its Registration Expenses, in which case such withdrawal will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05. Except as otherwise set forth in this Section 2.05 or Section 2.06, Company shall not include in any Underwritten Offering any securities which are not Registrable Securities without the prior written consent of the Holders. If the Managing Underwriter of a proposed Underwritten Offering advises the Company and the Holders of Registrable Securities in writing that in its opinion the number of Registrable Securities proposed to be included in the Underwritten Offering exceeds the number of Registrable Securities which can be sold in such Underwritten Offering and/or the number of Registrable Securities proposed to be included in such Underwritten Offering would adversely affect the price of the Registrable Securities proposed to be sold in such Underwritten Offering, the Company shall include in such Underwritten Offering (such Selling Holdersi) first, the “Post-Launch Withdrawing Selling Holders”)Registrable Securities the Holders propose to sell, and (Bii) all Selling Holders withdraw from such Underwritten Offering prior second, the Common Shares proposed to pricing, be included therein by any other than in either clause Persons (A) or (B) as a result including Common Shares to be sold for the account of the occurrence Company and/or other holders of any event Common Shares) allocated among such Persons in such manner as they may agree. If the Managing Underwriter determines that would reasonably less than all of the Registrable Securities proposed to be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03sold can be included in such offering, then the Post-Launch Withdrawing Selling Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders shall pay for all reasonable Registration Expenses incurred thereof on the basis of the number of Registrable Securities owned by the Partnership during the period from the Launch of each such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingHolder.

Underwritten Offerings. In No Person may participate in any registration hereunder which is underwritten unless such Person: (a) agrees to sell the event that same class and type of securities on the Required Holders elect basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to includeapprove such arrangements (including, other than without limitation, pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request any over-allotment or “green shoe” option requested by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order underwriters; provided that no Holder shall be required to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not sell more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want has requested to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause include); (ib) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorneyindemnities, indemnities underwriting agreements and other documents reasonably required of all holders of securities being included in such registration under the terms of such underwriting agreement. Each Selling arrangements; and (c) completes and executes all powers of attorney and custody agreements as reasonably requested by the managing underwriters; provided that no Holder may, at its option, require that included in any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder underwritten registration shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters (other than representations, representations and warranties or agreements regarding such Selling Holder, its authority to enter into holder and such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its holder’s intended method of distribution and distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7 or those provided by the other representation required Holders participating in such underwritten registration. For the avoidance of doubt, each Holder shall execute such customary powers of attorney or custody agreements as are requested by Law. If any Selling Holder disapproves the managing underwriters, appointing as power of attorney or custodian such persons as reasonably requested by the Holders holding the majority of the terms of an underwriting, Registrable Securities. Each Holder shall execute and deliver such Selling Holder other agreements as may elect to withdraw therefrom be reasonably requested by notice to the Partnership, the Electing Holders Company and the Managing Underwriter; providedlead managing underwriter(s) that are consistent with such Holder’s obligations under Section 4, however, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offeringagreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the events will not be considered an Underwritten Offering respective rights and will not decrease obligations created under such agreement shall supersede the number respective rights and obligations of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”)Company and the underwriters created pursuant to this Section 8. In the case of any registration hereunder that is underwritten which is requested by the Holders of Investor Registrable Securities or Sponsor Registrable Securities, as applicable, the price, underwriting discount and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result financial terms of the occurrence of any event that would reasonably related underwriting agreement for such securities shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred determined by the Partnership during Holders holding a majority of the period from the Launch of Investor Registrable Securities or Sponsor Registrable Securities, as applicable, requesting such Underwritten Offering until the time underwritten offering, provided, that such price, underwriting discount and other financial terms shall be applicable pari passu among all Selling Holders withdraw from Registrable Securities included in such Underwritten Offeringregistration on a pro rata basis.

Underwritten Offerings. In connection with any Underwritten Offering under this Section 2.3 (but not including Underwritten Offerings under Section 2.1), the event that notice to the Required Holders elect shall state whether such offering is an Underwritten Offering and the Company shall not be required to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of include any Registrable Securities in such Underwriting Offering unless the aggregate (calculated based on the Holders requesting inclusion of such Registrable Securities Amount) and (ii) 100% accept the terms of the then outstanding underwriting as reasonably agreed upon between the Company and the managing Underwriter or Underwriters, selected by the Company. Each Holder that has requested that Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to it be included in such Underwritten Offering. For Registration Statement shall (together with the avoidance of doubt, any Company and the other Holders notified about an Underwritten Offering by distributing the Partnership after securities through such underwriting) enter into such underwriting agreement as reasonably agreed upon between the Partnership has received Company and the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Noticemanaging Underwriter or Underwriters. In connection with any Underwritten Offering under this AgreementSection 2.3 (but not including Underwritten Offerings under Section 2.1), if in the Partnership shall be entitled to select reasonable and good faith opinion of the Managing managing Underwriter or Underwriters, but only the registration of all, or part of, the Registrable Securities requested to be included in such registration and any other securities to be included in such registration jeopardize the success of the offering by the Company or the holders of securities initiating such registration (the "Demanding Holders"), then: (i) in the case of an Underwritten Offering by the Company, (A) the Company shall not be cutback and (B) the Registrable Securities (other than Note Registrable Securities) and any amount of Other Registrable Securities in excess of the Other Investor Percentage requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party) in accordance with the consent number of Holders securities that each such Person has requested be included in the registration, regardless of a majority the number of securities held by each such Person, and to the extent all of the Registrable Securities (other than Note Registrable Securities) and any amount of Other Registrable Securities in excess of the Other Investor Percentage requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights have been eliminated, then the Note Registrable Securities and Other Registrable Securities shall be reduced (x) with the Other Investors being sold entitled to Other Investor Percentage of such remaining number of Registrable Securities and Other Registrable Securities and (y) with the Noteholders dividing the remainder of such remaining number of Registrable Securities and Other Registrable Securities pro rata (on an as-converted, fully-diluted basis and without giving effect to any conversion limitations contained in the Notes held by such Noteholder) in accordance with the number of Note Registrable Securities that such Noteholder has requested be included in the registration, regardless of the number of Note Registrable Securities held by each Noteholder; and (ii) in the case of an Underwritten OfferingOffering by a Demanding Holder, which (A) the Demanding Holder (and other parties that are subject to the same registration rights agreement with such Demanding Holder) shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement cutback and (B) the Registrable Securities (other than Note Registrable Securities) and Other Registrable Securities in which a Selling Holder participates, each Selling Holder excess of the Other Investor Percentage requested for inclusion and the Partnership any other securities requested for inclusion pursuant to similar piggyback rights shall be obligated reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to enter into an underwriting agreement any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party) in accordance with the number of securities that contains each such representationsPerson has requested be included in the registration, covenantsregardless of the number of securities held by each such Person, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or extent all of the representations Registrable Securities (other than Note Registrable Securities) and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all Other Registrable Securities in excess of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution Other Investor Percentage requested for inclusion and any other representation required securities requested for inclusion pursuant to similar piggyback rights have been eliminated, then the Note Registrable Securities and Other Registrable Securities shall be reduced (x) with regard to the Other Investors, based on the Other Investor Percentage and (y) with regard to the Noteholders pro rata (on an as-converted, fully-diluted basis and without giving effect to any conversion limitations contained in the Notes held by Lawsuch Noteholder) in accordance with the number of Note Registrable Securities that such Noteholder has requested be included in the registration, regardless of the number of Note Registrable Securities held by each Noteholder. If any Selling Holder disapproves of the terms of an any such underwriting, such Selling Holder it may elect to withdraw therefrom by written notice to the PartnershipCompany and the managing Underwriter. Notwithstanding anything to the contrary contained in this Agreement, the Electing Holders and Prencen Funds may, at its written request, substitute Common Stock issued or issuable upon conversion of the Managing UnderwriterSeries C Preferred Shares held by the Prencen Funds in lieu of a like number of Registrable Securities of the Prencen Funds or other securities entitled to registration by such Prencen Funds in such Piggyback Registration hereunder; provided, however, that any such withdrawal must be made no later than for the time avoidance of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offeringdoubt, the events will foregoing shall not be considered an Underwritten Offering and will not decrease reduce the number of available Underwritten Offerings the Required Holders have the right and option Registrable Securities allocated to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result any of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Investors in accordance with Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering2.3 hereof.

Underwritten Offerings. In The Partnership shall, upon the event that request of one or more Holders holding, in the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreementaggregate, at least the lesser of (i) $15.0 5.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities AmountUnit Purchase Price) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Demand Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders Partnership shall have the option and right to require the Partnership not be required to effect not more than three one Underwritten Offerings Offering during any 12-month period pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period2.04(a). Upon delivery of such Underwritten Offering Demand Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Demand Notice to the Partnership) deliver notice of such Underwritten Offering Demand Notice to all other Holders, who shall then have two five Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Demand Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 5.0 million of Registrable Securities required under clause (i) the first sentence of this Section 2.04 2.04(a) to request an Underwritten Offering pursuant to an Underwritten Offering a Demand Notice. In connection with any Underwritten Offering under this AgreementSection 2.04, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing public announcement at launch (the “Launch”) of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.042.04(a). No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to ACTIVE 226509354 Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricingafter the Launch, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing such Selling Holders shall pay (pro rata on the basis of the number of Registrable Securities held by each such Selling Holder) for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw have withdrawn from such Underwritten Offering.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon Upon request by the Required a Holder or Holders (such request, an “Underwritten Offering Demand Notice” and such electing Required Holders, the “Electing Holders”), the Company shall retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders shall have the option and right to require the Partnership Company to effect not more than three (3) Underwritten Offerings pursuant to and subject to the conditions of this Section 2.042.05, subject to a maximum of two (2) Underwritten Offerings during any 12-month twelve (12)-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of the Electing Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall (not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesAgreement, each Selling Electing Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Electing Holder may participate in such Underwritten Offering unless such Selling Electing Holder agrees to sell its Registrable Securities Shares on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Electing Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Electing Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Electing Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Electing Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Lawapplicable law. If any Selling Electing Holder disapproves of the terms of an underwriting, such Selling Electing Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than immediately prior to the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from the registration statement relating to an Underwritten Offering prior is suspended pursuant to the pricing of such Underwritten OfferingSection 2.04, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.042.05. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling 2.10. If all Electing Holders withdraw from an Underwritten Offering after prior to the public announcement at launch (pricing of such Underwritten Offering, the “Launch”) events will be considered an Underwritten Offering and will decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05 unless in connection with such withdrawal the Electing Holders reimburse the Company for its Registration Expenses, in which case such withdrawal will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05. Except as otherwise set forth in this Section 2.05 or Section 2.06, the Company shall not include in any Underwritten Offering any securities which are not Registrable Shares without the prior written consent of the Selling Holders. If the Managing Underwriter of a proposed Underwritten Offering advises the Company and the Selling Holders of Registrable Shares in writing that in its opinion the number of Registrable Shares proposed to be included in the Underwritten Offering exceeds the number of Registrable Shares which can be sold in such Underwritten Offering and/or the number of Registrable Shares proposed to be included in such Underwritten Offering would adversely affect the price of the Registrable Shares proposed to be sold in such Underwritten Offering, the Company shall include in such Underwritten Offering (such Selling Holdersi) first, the “Post-Launch Withdrawing Registrable Shares the Selling Holders”)Holders propose to sell, and (Bii) all Selling Holders withdraw from such Underwritten Offering prior second, the Common Shares proposed to pricing, be included therein by any other than in either clause Persons (A) or (B) as a result including Common Shares to be sold for the account of the occurrence Company and/or other holders of any event Common Shares) allocated among such Persons in such manner as they may agree. If the Managing Underwriter determines that would reasonably less than all of the Registrable Shares proposed to be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03sold can be included in such offering, then the Post-Launch Withdrawing Registrable Shares that are included in such offering shall be allocated pro rata among the respective Selling Holders shall pay for all reasonable Registration Expenses incurred thereof on the basis of the number of Registrable Shares owned by each such Selling Holder, unless otherwise agreed in writing among the Partnership during Company, the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringand the Managing Underwriter.

Underwritten Offerings. In During Pendency of a Shelf Registration -------------------------------------------------------------- Statement. At any time and from time to time during the event that period in which Patriot --------- and Wyndham are obligated to use all reasonable efforts to maintain the Required effectiveness of the Form S-4 or a Shelf Registration Statement, one or more Holders elect to include, other than pursuant to Section 2.02 holding Registrable Securities with a market value of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate 20,000,000 (calculated based on the Registrable Securities Amountclosing sale price of such securities on the principal securities exchange on which such securities are listed on the business day immediately preceding such initial notice) may give notice to Patriot and (ii) 100% Wyndham of the then outstanding Registrable Securities held by them under a Registration Statement pursuant their desire to effect an Underwritten Offering, the Partnership and Patriot and Wyndham shall, upon request if requested by the Required managing underwriter or underwriters, if any, or Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of holding a majority of the Registrable Securities being sold registered, (i) promptly incorporate in a Prospectus supplement or post-effective amendment to the Form S-4 or the applicable Shelf Registration Registration Rights Agreement Statement (or in another Registration Statement, if required) such information as the managing underwriter or underwriters, if any, and such Holders agree should be included therein as may be required by applicable law and (ii) make all required filings of such Prospectus supplement or such post-effective amendment (or other Registration Statement) as soon as practicable after Patriot and Wyndham have received notification of the matters to be incorporated in such Underwritten Offering, which shall not be unreasonably withheld, delayed Prospectus supplement or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and post-effective amendment (or other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing UnderwriterRegistration Statement); provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events Patriot and Wyndham will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option required to request -------- ------- take any actions under this Section 2.04paragraph that are not, in the opinion of counsel for Patriot and Wyndham, in compliance with applicable law. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of In any such Underwritten Offering (or in any offering which may not be underwritten, Patriot and Wyndham shall, if requested by the managing underwriter, the underwriters, the selling agents, or the investment bankers, if any, of the Holders making the offering or by such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from take such Underwritten Offering prior to pricing, other than actions as may be appropriate for such offering as are described in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering6 hereof.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon Upon request by the Required ay Holder or Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), the Company shall retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders shall have the option and right to require the Partnership Company to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.042.7, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of the Electing Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall (not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesAgreement, each Selling Electing Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Electing Holder may participate in such Underwritten Offering unless such Selling Electing Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Electing Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Electing Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Electing Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Electing Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Electing Holder disapproves of the terms of an underwriting, such Selling Electing Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from the registration statement relating to an Underwritten Offering prior is suspended pursuant to the pricing of such Underwritten OfferingSection 2.6, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.042.7. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling 2.12. If all Electing Holders withdraw from an Underwritten Offering after prior to the public announcement at launch (pricing of such Underwritten Offering, the “Launch”) events will be considered an Underwritten Offering and will decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.7 unless in connection with such withdrawal the Electing Holders reimburse the Company for its Registration Expenses, in which case such withdrawal will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.7. Except as otherwise set forth in this Section 2.7 or Section 2.8, Company shall not include in any Underwritten Offering any securities which are not Registrable Securities without the prior written consent of the Holders. If the Managing Underwriter of a proposed Underwritten Offering advises the Company and the Holders of Registrable Securities in writing that in its opinion the number of Registrable Securities proposed to be included in the Underwritten Offering exceeds the number of Registrable Securities which can be sold in such Underwritten Offering and/or the number of Registrable Securities proposed to be included in such Underwritten Offering would adversely affect the price of the Registrable Securities proposed to be sold in such Underwritten Offering, the Company shall include in such Underwritten Offering (such Selling Holdersi) first, the “Post-Launch Withdrawing Selling Holders”)Registrable Securities the Holders propose to sell, and (Bii) all Selling Holders withdraw from such Underwritten Offering prior second, the Common Shares proposed to pricing, be included therein by any other than in either clause Persons (A) or (B) as a result including Common Shares to be sold for the account of the occurrence Company and/or other holders of any event Common Shares) allocated among such Persons in such manner as they may agree. If the Managing Underwriter determines that would reasonably less than all of the Registrable Securities proposed to be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03sold can be included in such offering, then the Post-Launch Withdrawing Selling Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders shall pay for all reasonable Registration Expenses incurred thereof on the basis of the number of Registrable Securities owned by the Partnership during the period from the Launch of each such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingHolder.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders elect and such Holder, taken together) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in a Registration pursuant to Section 2.1, the underwriters may (i) in the event the offering is the Company’s initial public offering, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those sold for the account of the Company), or (ii) otherwise exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after first excluding all other equity securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in such Underwritten Offering. For the avoidance of doubtRegistration is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection shares in accordance with any Underwritten Offering under this Agreementthe above provisions, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. In the event that a Selling Holder (together with any Affiliates that are Selling Holders, the Required Holders elect “Electing Holders”) elects to includedispose of Common Unit Registrable Securities, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $50 million from such Underwritten Offering, the Partnership shall, following the one year anniversary of the Initial Closing Date, upon the request by the Required Holders of such Selling Holder (such request, an a “Underwritten Offering Demand Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters enter into an underwriting agreement in customary form with the Managing Underwriter or Underwriters selected by the Partnership and approved by the Holders of a majority of the Common Unit Registrable Securities proposed to be sold in such Underwritten Offering, such approval not to be unreasonably withheld, conditioned or delayed, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.09, and shall take all such other reasonable actions as are requested by the Managing Underwriters in order to permit expedite or facilitate the Electing Holders to effect disposition of such sale through an Underwritten Offering. Common Unit Registrable Securities; provided, however, that the Required Holders Partnership shall have the option and right to require the Partnership not be required to effect not more than three (3) Underwritten Offerings during the Effectiveness Period and no more than one (1) Underwritten Offering for all Holders of Common Unit Registrable Securities during any 6-month period pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned2.04(a). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Common Unit Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to to, or agreements with with, the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its ownership of the Common Unit Registrable Securities and its authority to enter into such an underwriting agreement and agreement, its authority to sell, and its ownership of, sell the securities whose offer and resale will be registered, registered on its behalf, its the intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwritingUnderwritten Offering, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than at least one Business Day prior to the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing public announcement at launch (the “Launch”) of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.042.04(a). No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricingafter the Launch, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.032.03(a), then the Post-Launch Withdrawing such Selling Holders shall pay (pro rata on the basis of the number of Common Unit Registrable Securities held by each such Selling Holder) for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw have withdrawn from such Underwritten Offering.

Underwritten Offerings. In If the event that intended method of distributing the Required Holders elect Underlying Shares and/or Restricted Shares to include, other than be included in a registration pursuant to Section 2.02 7.3 or Section 7.5 is an underwritten public offering, then the Company shall select the managing underwriter(s) for such offering, subject in the case of this Agreement, a registration pursuant to Section 7.3 to the written consent of the Holders of at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% a majority of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want Underlying Shares and/or Restricted Shares to be included in such Underwritten Offeringregistration, which consent shall not be unreasonably withheld. For the avoidance Each Holder of doubtUnderlying Shares and/or Restricted Shares to be included in a registration pursuant to Section 7.3 or Section 7.5 which is an underwritten public offering shall enter into an underwriting agreement, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate custody agreement and power of attorney in such Underwritten Offeringforms as the managing underwriter(s) and the Company shall reasonably request, but which shall not count toward in no event contain indemnity or contribution provisions inconsistent with the $15.0 million provisions of Registrable Securities required under clause (i) Section 7.8, provided that in the case of this Section 2.04 to request an Underwritten Offering a registration pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, Section 7.3 such agreements and documents are in customary form and substance or reasonably acceptable to the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of said Underlying Shares and/or Restricted Shares. Each Holder of the Registrable Securities being sold Warrants or Restricted Shares shall refrain from selling Warrants or Restricted Shares for a period not to exceed 90 days from the date of the public offering or if such offering is an underwritten distribution such longer period, not to exceed 180 days, as the managing underwriter in such Underwritten Offeringregistration shall have determined to be necessary or desirable in light of then current market conditions, any Underlying Shares or Restricted Shares which shall are not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement included in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses registration pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) 7.3 or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering7.5.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon Upon request by the Required a Holder or Holders (such request, an “Underwritten Offering Demand Notice” and such electing Required Holders, the “Electing Holders”), as long as the Electing Holders collectively own more than 10% of the Company’s Common Shares, the Company shall retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders shall have the option and right to require the Partnership Company to effect not more than three (3) Underwritten Offerings pursuant to and subject to the conditions of this Section 2.042.05, subject to a maximum of two (2) Underwritten Offerings during any 12-month twelve (12)-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of the Electing Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall (not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participatesAgreement, each Selling Electing Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Electing Holder may participate in such Underwritten Offering unless such Selling Electing Holder agrees to sell its Registrable Securities Shares on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Electing Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Electing Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Electing Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Electing Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Lawapplicable law. If any Selling Electing Holder disapproves of the terms of an underwriting, such Selling Electing Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than immediately prior to the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from the registration statement relating to an Underwritten Offering prior is suspended pursuant to the pricing of such Underwritten OfferingSection 2.04, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.042.05. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling 2.10. If all Electing Holders withdraw from an Underwritten Offering after prior to the public announcement at launch (pricing of such Underwritten Offering, the “Launch”) events will be considered an Underwritten Offering and will decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05 unless in connection with such withdrawal the Electing Holders reimburse the Company for its Registration Expenses, in which case such withdrawal will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05. Except as otherwise set forth in this Section 2.05 or Section 2.06, the Company shall not include in any Underwritten Offering any securities which are not Registrable Shares without the prior written consent of the Selling Holders. If the Managing Underwriter of a proposed Underwritten Offering advises the Company and the Selling Holders of Registrable Shares in writing that in its opinion the number of Registrable Shares proposed to be included in the Underwritten Offering exceeds the number of Registrable Shares which can be sold in such Underwritten Offering and/or the number of Registrable Shares proposed to be included in such Underwritten Offering would adversely affect the price of the Registrable Shares proposed to be sold in such Underwritten Offering, the Company shall include in such Underwritten Offering (such Selling Holdersi) first, the “Post-Launch Withdrawing Registrable Shares the Selling Holders”)Holders propose to sell, and (Bii) all Selling Holders withdraw from such Underwritten Offering prior second, the Common Shares proposed to pricing, be included therein by any other than in either clause Persons (A) or (B) as a result including Common Shares to be sold for the account of the occurrence Company and/or other holders of any event Common Shares) allocated among such Persons in such manner as they may agree. If the Managing Underwriter determines that would reasonably less than all of the Registrable Shares proposed to be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03sold can be included in such offering, then the Post-Launch Withdrawing Registrable Shares that are included in such offering shall be allocated pro rata among the respective Selling Holders shall pay for all reasonable Registration Expenses incurred thereof on the basis of the number of Registrable Shares owned by each such Selling Holder, unless otherwise agreed in writing among the Partnership during Company, the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringand the Managing Underwriter.

Underwritten Offerings. In Subject to the event that provisions of this Section 5, a Demanding Holder shall have the Required Holders elect right to include, other than make written requests to the Company for an Underwritten Offering pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement filed with the Commission pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders this Section 5 (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing HoldersDemand”). Prior to making any Underwritten Demand, retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders Demanding Holder shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver give prior written notice of such Underwritten Offering Notice Demand to all of the other Holders, who and such Underwritten Demand shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing contain all of the number Registrable Securities requested by all of the other Holders for inclusion in such Registration Statement. All Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this Section 5(b) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company or Juniper, as applicable, as described below. Any Underwritten Demand shall specify the aggregate amount of Registrable Securities held by such Holder that they want intended to be included in such Underwritten OfferingOffering and the intended method of distribution thereof and whether such offering shall be a “firm commitment” underwriting. For Subject to Section 5(g), the Company shall include in such Underwritten Offering all of the Registrable Securities requested by any Holders for inclusion in such Underwritten Demand. The Demanding Holders shall have the right to select the managing underwriter(s) to administer any Underwritten Offering related to Underwritten Demands subject to the approval of the Company, which approval shall not be withheld unreasonably. In no event will the Company be required to effect (i) an Underwritten Offering if the Company has undertaken an Underwritten Offering within 90 days preceding the date of the request for such Underwritten Offering in which a Demanding Holder has sold securities or (ii) more than five (5) Underwritten Offerings relating to Underwritten Demands in the aggregate; provided, that an Underwritten Offering will not be considered made unless the selling holder disposes of at least 75% of the Registrable Securities sought to be included in the offering; provided, further, that, for the avoidance of doubt, any Holders notified about no Block Trade or Other Coordinated Offering shall be deemed an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) for purposes of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”5(b)(i), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In If the event that registration of which the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to ----------- ---------------------- Company gives notice is for an Underwritten Offering, the Partnership shallCompany shall so advise the Holders as a part of the written notice given pursuant to Section 2.1. In such event, the right of any Holder to registration pursuant to Section 2.1 shall be conditioned upon request such Holder's participation in such Underwritten Offering and the inclusion of such Holder's Registrable Securities in the Underwritten Offering to the extent provided herein. All Holders proposing to distribute their securities through such Underwritten Offering shall (together with the Company and the 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 or underwriters selected by the Required Holders (Company or the stockholders effecting such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offeringregistration. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions Notwithstanding any other provision of this Section 2.042, subject if the managing underwriter shall preclude any shares of Common Stock from being included in the Registration Statement as to which a maximum Holder has elected to exercise the piggy- back rights granted pursuant to this Section 2 or otherwise impose a limitation on the number of two shares of such Common Stock which may be included in the Registration Statement as to which a Holder has elected to exercise the piggy- back rights granted pursuant to this Section 2 because, in such underwriter's reasonable judgment, such preclusion or limitation is necessary to effect an orderly public distribution, the number of shares to be included in the Underwritten Offerings during Offering or registration, if any, shall be allocated as set forth in Section 2.3. If any 12-month periodperson does not agree to the terms of any such customary underwriting agreement, such person shall be excluded therefrom by written notice from the Company or the underwriter. Upon delivery of Any Registrable Securities or other securities excluded or withdrawn from such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of be withdrawn from such Underwritten Offering Notice to all other Holders, who shall then have two Business Days registration. If shares are so withdrawn from the date that such notice is given to them to notify the Partnership in writing of registration and if the number of shares of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) registration was previously reduced as a result of marketing factors, the occurrence Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of any event that would reasonably shares so withdrawn, with such shares to be expected to permit allocated among the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to persons requesting additional inclusion in accordance with Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering2.3.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders elect and such Holder) to include, the extent provided herein. All the Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Holders of at least a majority of the voting power of all the Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser managing underwriters advise the Company that marketing factors (including without limitation the aggregate number of (ithe Registrable Securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) $15.0 million require a limitation of the number of the Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the number of shares that may be included in the Registration and the underwriting shall be allocated, first, to each of the Holders requesting inclusion of their Registrable Securities in the aggregate (calculated such Registration Statement on a pro rata basis based on the total number of the Registrable Securities Amount) then held by each such Holder, and (ii) 100% second, to holders of other Equity Securities of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. Company; provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice underwriter(s) to exclude shares (including the PartnershipRegistrable Securities) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date Registration and underwriting as described above shall be restricted so that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority number of the Registrable Securities being sold included in any such Underwritten Offeringregistration is not reduced below thirty percent (30%) of the aggregate number of the Registrable Securities, on a pro rata basis, for which inclusion has been requested; (ii) all the shares that are not the Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company) shall first be excluded from such Registration and underwriting before any Registrable Securities are so excluded; and (iii) in any case at least 30% of the Registrable Securities requested to be Registered by the Preferred Holder will not be unreasonably withheld, delayed or conditionedsubject to such cutback. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling If any Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under disapproves the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part ofunderwriting, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may also elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering underwriters delivered at least ten (10) Business Days prior to the pricing effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such Underwritten Offeringunderwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the events will not be considered an Underwritten Offering and will not decrease Company or the underwriters may round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. In Notwithstanding anything to the contrary herein, no offering pursuant to this Agreement shall take the form of an underwritten offering without the consent of the Company in its sole discretion; provided, however, that, in the event that as a direct result or consequence of the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser conversion of (i) $15.0 million any shares of Registrable Securities in the aggregate (calculated based on the Registrable Securities AmountPreferred Stock into Common Stock pursuant to Section 6(a)(ii) and of any Certificate of Designation, or (ii) 100% any principal amount of the then outstanding Registrable Securities held by them under a Registration Statement Convertible Note, if any, into shares of Common Stock pursuant to an Underwritten Offering, Section 4.1(b) of the Partnership shall, upon request by the Required Holders Convertible Note (such request, an each a “Underwritten Offering Notice” and such electing Required Holders, the “Electing HoldersForced Conversion Event”), retain underwriters which shares issued upon a conversion described in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) or (ii) above (the “Forced Conversion Shares”) represent, in the aggregate, at least 5% of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreementthe Company’s Common Stock then outstanding immediately following such conversion, the Partnership Purchaser shall be entitled have the right to select the Managing Underwriter or Underwriters, but elect to proceed with one (and only with the consent one) underwritten offering of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided that were issued upon a conversion described in such underwriting agreement clause (i) or (ii) above and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that include in such offering any other Registrable Securities (whether or all not such Registrable Securities are Forced Conversion Shares) held by the Purchaser or any of its Affiliates at the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit time of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriteroffering; provided, howeverfurther, that any such withdrawal must be made no later than underwritten offering shall cover Registrable Securities that represent at least 5% of the Company’s Common Stock outstanding at the time of pricing of such Underwritten Offeringoffering. If all Selling Holders withdraw from In the event that the Purchaser elects to proceed with an Underwritten Offering prior underwritten offering pursuant to the pricing first proviso clause of such Underwritten Offeringthe preceding sentence, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch Purchaser and the Company, (1) within fifteen (15) days of the last conversion event that results in the Purchaser and its Affiliates holding in the aggregate Forced Conversion Shares representing 5% of the then outstanding Common Stock immediately following such conversion event (the “Launch”) of such Underwritten Offering (such Selling Holders, the “PostFifteen-Launch Withdrawing Selling HoldersDay Notice Period”), shall commence preparations for and diligently proceed with such underwritten offering, if the Purchaser provides notice to Company of Purchaser’s desire to proceed with such offering within such Fifteen-Day Notice Period, or (2) at a time reasonably acceptable to both the Company and the Purchaser, shall commence preparations for and diligently proceed with such underwritten offering, if the Purchaser provides notice to the Company of the Purchaser’s desire to proceed with such offering at any time after the expiration of the Fifteen Day Notice Period, and (B) the Purchaser shall have the right to select an investment banker and manager to administer any such offering, which investment banker or manager shall be reasonably satisfactory to the Company. Once the provisions of this Section 8.1(e) have been triggered by the Purchaser, the provisions of this Section 8.1(e) shall similarly be triggered and apply in each instance, if any, in which the Purchaser and its Affiliates acquire (through one or more Forced Conversion Events) Forced Conversion Shares that result in their holding Forced Conversion Shares that represent at least 5% of the then outstanding Common Stock immediately following the applicable conversion event(s) (which shares are in addition to any Forced Conversion Shares that formed the basis for an earlier triggering event pursuant to this Section 8.1(e)). In the event the Purchaser elects to engage the services of an underwriter in accordance with this Section 8.1(e), the Company agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, including customary indemnification and contribution obligations, with the managing underwriter of such offering and to take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities; provided that, notwithstanding anything to the contrary in Section 8.5(a), all Selling Holders withdraw from fees and expenses of such Underwritten Offering prior to pricing, underwritten offering shall be for the account of the Purchaser (and not for the account of the Company) other than in either clause (Ai) or the fees and expenses of counsel to the Company and (Bii) as a result of independent certified public accountants of the occurrence Company (including the expenses of any event that would reasonably be expected special audit and comfort letters required by or incident to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringperformance).

Underwritten Offerings. In the event of an underwritten offering, the Company and each Holder shall make such arrangements with the underwriters so that such Holder may participate in the Required Holders elect offering on the same terms as the Company and any other party selling securities in such offering. The Company shall not be required under this Section 2 to includeinclude any of a Holder’s securities in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of (imanaging underwriter(s) $15.0 million of Registrable Securities determine(s) in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under good faith that marketing factors require a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, (i) first, to the Company for securities that the Company proposes to register for its own account; (ii) second, to any stockholders of the Company who exercised a contractual right to demand that such registration statement be filed, on a pari passu basis based upon the Registrable Securities held by such Holder that they want stockholders; (iii) third, to be included each of the Holders together with each of the Holders under the Investor Rights Agreement between the Company and Intel Capital Corporation (the “Intel Agreement”) requesting inclusion of their Registrable Securities in such Underwritten Offering. For the avoidance of doubtregistration statement, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of on a majority of pari passu basis based upon the Registrable Securities being sold in held by such Underwritten Offeringholders; and (v) fourth, which shall not to other securities of the Company to be unreasonably withheld, delayed or conditionedregistered on behalf of any other holder. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder Any Registrable Securities excluded and the Partnership withdrawn from such underwriting shall be obligated to enter into an underwriting agreement that contains such representationswithdrawn from the registration. For any Holder which is a partnership or corporation, covenantsthe partners, indemnities retired partners and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms shareholders of such underwriting agreement. Each Selling Holder mayHolder, at its option, require that or the estates and family members of any or all of the representations such partners and warranties by, retired partners and the other agreements on the part of, the Partnership to and any trusts for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder foregoing persons shall be required deemed to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling be a single “Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution ,” and any other representation required pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by Law. If any Selling Holder disapproves of the terms of an underwriting, all Persons included in such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under “Holder,” as defined in this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringsentence.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the Required inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders elect and such Holder) to include, 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 of internationally recognized standing selected for such underwriting by the Company. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in a Registration pursuant to Section 2.1 or 2.2, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those of the Company), or (ii) otherwise exclude up to twenty percent (20%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwriting and so long as the number of shares to be included in such Underwritten Offering. For the avoidance Registration on behalf of doubtHolders is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included, provided that if, as a result of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreementsuch underwriter cutback, the Partnership shall be entitled to select Holders cannot include in the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority initial public offering all of the Registrable Securities being sold in that they have requested to be included therein, then such Underwritten Offering, which Registration Shareholders Agreement shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated deemed to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all constitute one (1) of the representations and warranties by, and two (2) demand Registrations to which the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses are entitled pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw 2.1. Any Registrable Securities excluded or withdrawn from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably underwriting shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistration.

Underwritten Offerings. In If the event that securities covered by a registration statement filed by the Required Holders elect Company pursuant to include, this Section 2.3 (other than pursuant those securities held by the holders of Registrable Securities) are to Section 2.02 be sold by underwriters in an underwritten public offering, the Company shall use its reasonable best efforts to cause the managing underwriter of this Agreement, at least the lesser of (i) $15.0 million proposed offering to permit the securities owned by the holders of Registrable Securities to be included in the aggregate (calculated based proposed offering on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. same terms; provided, however, that the Required Holders Registrable Securities included in such registration shall have be sold or distributed in a manner identical to the option and right to require manner in which the Partnership to effect not more than three Underwritten Offerings other securities that are the subject of such registration are sold or distributed. Notwithstanding the foregoing, if the Registrable Securities requested for inclusion pursuant to and subject to the conditions of this Section 2.042.3 together with any other shares that have similar piggyback registration rights and any other shares proposed to be offered by persons other than the Company (such other shares and the Registrable Securities being collectively referred to as the "Requested Stock") would, subject to a maximum in the good faith judgment of two Underwritten Offerings during any 12-month period. Upon delivery the managing underwriter of such Underwritten Offering Notice to the Partnershippublic offering, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of reduce the number of Registrable Securities held shares to be offered by such Holder that they want the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering underwritten public offering may be reduced pro rata (by the Partnership after number of shares) among the Partnership has received holders thereof requesting such registration or excluded in their entirety if so required by the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward managing underwriter. To the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but extent only with the consent of Holders of a majority portion of the Registrable Securities being sold Requested Stock is included in such Underwritten Offeringthe underwritten public offering, which those shares of Requested Stock that are thus excluded from the underwritten public offering shall not be unreasonably withhelddisposed of by the holders thereof for a period, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated not to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all exceed 180 days after consummation of the representations and warranties byunderwritten public offering, and that the other agreements on the part of, the Partnership managing underwriter reasonably determines is necessary in order to and for the benefit of effect such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriteroffering; provided, however, that any (except as to holders who are affiliates of the Company) such withdrawal must date shall not be made no later than the time earliest date at which similar restrictions on sales of pricing securities of such Underwritten Offeringthe Company by any non-affiliate of the Company are terminated, released or waived. If all Selling Holders withdraw from an Underwritten Offering prior to For purposes of the pricing of such Underwritten Offeringforegoing sentence, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and term "dispose of" means to sell, offer, contract to sell, pledge, grant any option to request under this Section 2.04purchase or otherwise dispose of Registrable Securities or any securities convertible into or exchangeable or exerciseable for, or any rights to purchase or acquire, Registrable Securities. No such withdrawal Such term contemplates, among other things, any hedging or abandonment shall affect other type of transaction that is designed or reasonably expected to lead to or result in a disposition of Registrable Securities during the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided"Black-out Period," including, howeverwithout limitation, that if any short sale (A) certain Selling Holders withdraw from an Underwritten Offering after whether or not against the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (Abox) or (B) as a result of the occurrence any purchase, sale or grant of any event right (including, without limitation, any put or call option) with respect to Registrable Securities or with respect to any security that would reasonably be expected includes, relates to permit the Partnership to exercise or derives any significant part of its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period value from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistrable Securities.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million Following the effectiveness of the Resale Registration Statement, Parent shall conduct one or more underwritten resales of Registrable Securities (an “Underwritten Shelf Take-Down”) upon the written request of one or more holders of Registrable Securities with an aggregate value of $50,000,000 or more, which Underwritten Shelf Take-Down may be in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% form of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (block trade or overnight deal. Upon receipt of any such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders Parent shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable promptly (but in no event later than one Business Day five business days following the date of delivery of the Underwritten Offering Notice to the Partnershipreceipt thereof) deliver notice of such Underwritten Offering Notice request to all other Holders, holders of Registrable Securities who shall then have two Business Days five business days US-DOCS\100678152.13 from the date that such notice is given to them to notify the Partnership Parent in writing of the number of Registrable Securities held by such Holder that they want their desire to be included in such Underwritten OfferingShelf Take-Down. For the avoidance of doubt, The sole or managing underwriters and any Holders notified about additional investment bankers and managers to be used in connection with an Underwritten Offering Shelf Take-Down shall be selected by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders holders of a majority of the Registrable Securities being sold included in such Underwritten OfferingShelf Take-Down, which shall subject to the prior written consent of Parent, such consent to not be unreasonably withheld, delayed withheld or conditioneddelayed. In connection with an Underwritten Offering contemplated by this Agreement in which The holders of a Selling Holder participates, each Selling Holder and majority of the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate Registrable Securities included in such Underwritten Offering unless such Selling Holder agrees Shelf Take-Down shall also have the right to sell its Registrable Securities on determine the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method plan of distribution and any other representation required by Lawselect counsel for such holders. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice Notwithstanding anything herein to the Partnershipcontrary, in no event shall holders be entitled to effect an Underwritten Shelf Take-Down (x) unless the Electing Holders aggregate gross proceeds expected to be received from the sale of Registrable Securities in such Underwritten Shelf Take-Down are at least $50,000,000 and (y) on more than three occasions. Notwithstanding the Managing Underwriterforegoing, if Parent shall furnish to the holders of Registrable Securities a certificate signed by an officer stating that any such Underwritten Shelf Take-Down would require Parent to make an Adverse Disclosure, Parent shall be permitted to delay such Underwritten Shelf Take-Down to the extent reasonably necessary; provided, however, that (i) the length of any such withdrawal must be made no later deferral shall not exceed 45 days and (ii) Parent shall not invoke its right more than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering once in any 12-month period; and will not decrease the number of available Underwritten Offerings the Required Holders have provided that Parent may exercise this right or the right and option to request under this set forth in the last sentence of Section 2.04. No 4.2(a) but not both during such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post12-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringmonth period.

Underwritten Offerings. In Subject to the event that provisions of this Section 4, at any time and from time to time during the Required Holders elect to include, other than pursuant to Section 2.02 term of this Agreement, at least Xxxxxxxx HoldCo (on behalf of any Demanding Holder) shall have the lesser of (i) $15.0 million of Registrable Securities in right to make written requests to the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under Partnership for an Underwritten Offering pursuant to a Registration Statement filed with the Commission pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders this Section 4 (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing HoldersDemand”). Prior to making any Underwritten Demand, retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders Xxxxxxxx HoldCo shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver give prior written notice of such Underwritten Offering Notice Demand to all of the other Holders, who and such Underwritten Demand shall then have two Business Days from contain all of the date that Registrable Securities requested by all of the other Holders for inclusion in such notice is given Registration Statement. All Holders proposing to them to notify distribute their Registrable Securities through such Underwritten Offering under this Section 4(b) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Partnership in writing of as described below. Any Underwritten Demand shall specify the number aggregate amount of Registrable Securities held by such Holder that they want intended to be included in such Underwritten OfferingOffering and the intended method of distribution thereof and whether such offering shall be a “firm commitment” underwriting. For Subject to Section 4(g), the avoidance Partnership shall include in such Underwritten Offering all of doubt, the Registrable Securities requested by any Holders notified about an for inclusion in such Underwritten Demand. The Partnership shall have the right to select the managing underwriter or underwriters to administer any Underwritten Offering related to Underwritten Demands, which managing underwriters shall be selected from those listed on Exhibit C, or, to the extent not listed on Exhibit C, which underwriter(s) shall be agreed upon by the Partnership after and Xxxxxxxx HoldCo; provided, that in the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million event of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreementa “bought deal” or similarly structured transaction where underwriting terms and pricing are solicited from multiple managing underwriters, the Partnership shall designate three (3) or more participating underwriters for such transaction from those listed on Exhibit C or which are otherwise agreed to by the Partnership and Xxxxxxxx HoldCo, and in such case, Xxxxxxxx HoldCo shall be entitled to select the Managing Underwriter or Underwriters, but only with managing underwriter from among the consent of Holders of a majority of participating underwriters designated by the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditionedPartnership. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and no event will the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make effect (i) more than eight (8) Block Trades, Other Coordinated Offerings or Underwritten Offerings relating to Underwritten Demands in the aggregate, or (ii) more than one (1) Block Trade, Other Coordinated Offering or Underwritten Offering relating to an Underwritten Demand during any representations or warranties to or agreements with one hundred and eighty (180)-day period. The one hundred and eighty (180)-day periods reference in the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale preceding sentence will be registered, counted beginning on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingClosing Date.

Underwritten Offerings. In the event that the Required Holders If a Shelf Registration Statement is then effective, any Significant Holder may at any time or from time to time elect to include, other than sell Registrable Securities available for sale by it pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a such Shelf Registration Statement pursuant to in an Underwritten Offering, the Partnership shall, upon request by the Required Holders underwritten offering (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing HoldersOffering”), retain underwriters and, the Company shall pay all Registration Expenses in order to permit the Electing Holders to effect such sale through an Underwritten Offering. connection therewith; provided, however, that in no event shall the Required Holders shall have the option and right Company be required to require the Partnership to effect not participate in more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during in any 12-month period; and provided, further, that for any Underwritten Offering, the aggregate market value of the Registrable Securities proposed to be sold in the offering must be at least $100 million as of the date of the request for such offering. Upon delivery A Significant Holder shall make such election by delivering to the Company a written request (an “Underwritten Offering Request”) for such offering specifying the number of Registrable Securities that the Significant Holder desires to sell pursuant to such offering. As promptly as practicable, but no later than two Business Days after receipt of an Underwritten Offering Request, the Company shall give written notice (the “Underwritten Offering Notice”) of such Underwritten Offering Notice Request to all other Holders of Registrable Securities. The Company, subject to Section 2(e) hereof, shall include in such Underwritten Offering the Registrable Securities of any other Holder of Registrable Securities that shall have made a written request to the PartnershipCompany for inclusion in such Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within seven days after the receipt of the Underwritten Offering Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the Partnership receipt of a Underwritten Offering Request, unless a longer period is agreed to by the Significant Holder that made the Underwritten Offering Request), use its commercially reasonable efforts to facilitate such Underwritten Offering. Each Holder agrees that such Holder shall treat as soon as practicable (but in no event later than one Business Day following confidential the date of delivery receipt of the Underwritten Offering Notice to and shall not disclose or use the Partnership) deliver notice of information contained in such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from without the date that such notice is given to them to notify the Partnership in writing prior written consent of the number Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering disclosure by the Partnership after Holder in breach of the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) terms of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering NoticeAgreement. In connection with any Underwritten Offering under this AgreementOffering, the Partnership shall be entitled to select the Managing Underwriter or Underwritersall participating Holders shall, but only with the consent of Holders of a majority of the if applicable, cause such Registrable Securities being sold to be exchanged into shares of Common Stock in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection accordance with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering Indenture prior to the pricing sale of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistrable Securities.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders elect and such Holder, taken together) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held to be underwritten in a Registration pursuant to Section 2.1, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those sold for the account of the Company), or (ii) otherwise exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after first excluding all the other equity securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in the Registration is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) shares. For purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in this Section 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that they want Holders have requested to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringare actually included.

Underwritten Offerings. In If, in connection with a request to Register Registrable Securities under any of the event that provisions of Section SECTION 16.1. (a) or Section SECTION 16.1. (b), the Required Initiating Holders elect seek to includedistribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other than pursuant Holders described in to Section 2.02 SECTION 16.1. (a) or Section SECTION 16.1. (b). In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders) to the extent provided <PAGE> 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 Company (which underwriter or underwriters shall be reasonably acceptable to Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders). Notwithstanding any other provision of this Agreement, at least if the lesser managing underwriter advises the Company that marketing factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude such number of Registrable Securities from the underwriting as required (i) $15.0 million of Registrable after excluding any other Equity Securities from the underwriting (including, without limitation, any Equity Securities which the Company may seek to include in the aggregate (calculated based on the Registrable Securities Amountunderwriting for its own account) and (ii) 100% so long as at least thirty percent (30%) in voting power of the then outstanding any Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request requested by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect be included in such sale through an Underwritten Offeringunderwriting and Registration shall be included. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to If a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by such Holder is required pursuant to this Section SECTION 16.1. (d), the number of Registrable Securities that they want to may be included in the underwriting by selling Holders shall be allocated among such Underwritten Offering. For Holders, in proportion, as nearly as practicable, to the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, which the Partnership shall Holders would otherwise be entitled to select include in the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by LawRegistration. If any Selling Holder disapproves of the terms of an any underwriting, such Selling the Holder may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering underwriters delivered at least ten (10) Business Days prior to the pricing effective date of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04Registration Statement. No such withdrawal Any Registrable Securities excluded or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw withdrawn from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably underwriting shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistration. SECTION 16.2.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise Listco as a part of the request, and Listco shall include such information in the written notice to the other Holders described in Section 2.1. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the Required Holders elect to include, other than pursuant to Section 2.02 inclusion of this Agreement, at least the lesser of (i) $15.0 million of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by the Majority Initiating Holders) to the extent provided herein. All Holders proposing to distribute their Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Listco (which underwriter or underwriters shall be reasonably acceptable to the Majority Initiating Holders). Notwithstanding any other provision of this Appendix, if the managing underwriter advises Listco that market factors (including the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable market, and the status of the Persons proposing to sell Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten, the underwriters may exclude such Holder number of Registrable Securities from the underwriting as required, but only after excluding all other Securities from the underwriting (including, without limitation, any Securities which Listco may seek to include in the underwriting for its own account). If a limitation of the number of Registrable Securities is required pursuant to this Section 2.3, the number of Registrable Securities that they want to may be included in the underwriting by selling Holders shall be allocated among such Underwritten Offering. For Holders, in proportion, as nearly as practicable, to the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) of this Section 2.04 which the Holders request to request an Underwritten Offering pursuant to an Underwritten Offering Noticeinclude in the Registration. In connection with any Underwritten Offering under this Agreement, the Partnership Any Registrable Securities excluded or withdrawn from such underwriting shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.Registration. Appendix A-1 - 3

Underwritten Offerings. In the event of an underwritten offering, the Company and each Holder will make such arrangements with the underwriters so that such Holder may participate in the Required Holders elect offering on the same terms as the Company and any other party selling securities in such offering. The Company will not be required under this Section 2 to include, other than pursuant to Section 2.02 include any of this Agreement, at least the lesser of (i) $15.0 million of a Holder’s Registrable Securities in such underwriting unless such Xxxxxx accepts the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% terms of the then outstanding Registrable Securities held underwriting as agreed upon between the Company and the underwriter or underwriters selected by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request it (or by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be persons entitled to select the Managing Underwriter underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder underwriters) and the Partnership shall be obligated to enter enters into an underwriting agreement that contains in customary form with an underwriter or underwriters selected by the Company, and then only in such representations, covenants, indemnities and other rights and obligations quantity as are customary in underwriting agreements for firm commitment offerings the managing underwriters determine would not reasonably be expected to jeopardize the success of securitiesthe offering by the Company (the “Maximum Offering Size”). No Selling selling Holder may participate in such Underwritten Offering any underwritten offering pursuant to this Section 2 unless such Selling selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of or in connection with such underwriting agreement. Each Selling Holder mayNotwithstanding any other provision of this Agreement, at its option, if the managing underwriter(s) determine(s) in good faith that marketing factors require that any or all a limitation of the representations number of debt securities to be underwritten, then the managing underwriter(s) may exclude debt securities (including Registrable Securities) from the Registration and warranties bythe underwriting, and the number of debt securities that may be included in such Registration and the underwriting will be allocated in the following priority up to the Maximum Offering Size, (i) first, to the Company for securities that the Company proposes to Register for its own account; (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pari passu basis based upon the Registrable Securities held by such Holder; and (iii) third, to other agreements securities of the Company to be registered on behalf of any other holder with priorities among them as the part ofCompany shall determine. Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn from the Registration. For any Holder that is a partnership or corporation, the Partnership to partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent foregoing persons will be deemed to be a single Holder and any pro rata reduction with respect to such Holder will be based upon the obligations aggregate amount of Registrable Securities owned by all Persons included in such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under as described in this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringsentence.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders elect and such Holder, taken together) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may (i) in the event the offering is the Company’s Initial Public Offering, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those sold for the account of the Company), or (ii) otherwise exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in such Underwritten Offering. For the avoidance of doubtRegistration is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection shares in accordance with any Underwritten Offering under this Agreementthe above provisions, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. In the event that any Holder or Holders that are Affiliates of each other (the Required Holders “Electing Holders”) elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 25.0 million of Common Stock Registrable Securities in the aggregate (calculated based on the expected gross proceeds of the Underwritten Offering of such Common Stock Registrable Securities AmountSecurities) and (ii) 100% of the then outstanding Common Stock Registrable Securities held by them such Electing Holders under a Registration Statement pursuant to an Underwritten Offering, the Partnership Company shall, upon request by the Required Electing Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders each Holder, together with its Affiliates, shall have the option and right to require the Partnership Company to effect not more than three four Underwritten Offerings pursuant to and subject to in the conditions of this Section 2.04aggregate, subject to a maximum of two one Underwritten Offerings Offering during any 1290-month day period. Upon delivery of such Underwritten Offering Notice to the PartnershipCompany, the Partnership Company shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the PartnershipCompany) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership Company in writing of the number of Common Stock Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Any Holders notified about an Underwritten Offering by the Partnership Company after the Partnership Company has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 25.0 million of Common Stock Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Common Stock Registrable Securities being sold in such Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten OfferingCompany, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Common Stock Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the PartnershipCompany, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership Company to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership Company during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In If a Holder proposes to offer and sell Registrable Securities in an offering to the event public that involves an underwriter or underwriters, including in a block trade (an “Underwritten Offering”) the Required Holders elect to includefollowing conditions shall apply: (a) so long as the Shelf Registration Statement is effective, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million a Holder of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under may deliver a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject notice to the conditions of this Section 2.04Company (a “Take-Down Notice”) stating that it, subject to a maximum of two Underwritten Offerings during together with any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given intend to them to notify the Partnership sell at least $100,000,000 in writing of the number aggregate value of Registrable Securities held by such Holder and such other Holders in the aggregate (provided that, if the Holder and its Affiliates do not collectively own at least $100,000,000 of Registrable Securities, they shall be permitted to deliver a Take-Down Notice to sell all of the Registrable Securities held by them (but such amount may not in any case be less than $25,000,000 collectively of Registrable Securities), in each case, pursuant to the Shelf Registration Statement; (b) the Company will give written notice pursuant to Section 6.4 to each Holder of Registrable Securities of receipt of a Take-Down Notice; (c) based on the Take-Down Notice and any written request of any other Holder of Registrable Securities, given within ten (10) days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 2.3, use its commercially reasonable efforts to amend or supplement the Shelf Registration Statement as may be necessary, and to the extent required by law, so that they want the Shelf Registration Statement remains available in order to enable all Registrable Securities covered by the Take-Down Notice and such other requests to be included distributed in an Underwritten Offering so long as such Underwritten Offering of Registrable Securities satisfies the dollar thresholds set forth in clause (a) above; (d) where the Take-Down Notice contemplates marketing efforts not to exceed twenty-four (24) hours by the Company and the underwriters, the Company will use reasonable efforts to cooperate and make its senior officers available for participation in such Underwritten Offering. For marketing efforts (which marketing efforts will not, for the avoidance of doubt, any Holders notified about an include a “road show” requiring such officers to travel outside of the city in which they are primarily located); (e) the Holder of Registrable Securities that delivered the applicable Take-Down Notice shall select the underwriter(s) for each Underwritten Offering by Offering, provided that the Partnership after managing underwriter(s) (if there is only one underwriter, such underwriter shall be deemed to be the Partnership has received managing underwriter) shall be reasonably acceptable to the corresponding Underwritten Offering Company; (f) the Company shall select the counsel for the managing underwriter(s), provided that such counsel shall be reasonably acceptable to the underwriter(s) and the Holder of Registrable Securities that delivered the applicable Take-Down Notice; and (g) the Holder of Registrable Securities that delivered the applicable Take-Down Notice may participate shall determine the timing and pricing of the Registrable Securities offered, including the underwriting discount and fees payable to the underwriters in such Underwritten Offering, but Offering and the Holders whose Registrable Securities are included in the Underwritten Offering shall not count toward be solely responsible for all discounts and fees payable to such underwriters pro rata to the $15.0 million number of their shares so included. No Holder may deliver more than one Take-Down Notice in any period of twelve (12) consecutive months. Without the consent of the Holder of Registrable Securities required under clause (i) of this Section 2.04 to request an that delivered the applicable Take-Down Notice, no Underwritten Offering pursuant to an Underwritten Offering Noticethis Section 2.3 shall include any securities other than Registrable Securities. In connection with any Underwritten Offering Notwithstanding anything herein to the contrary, if Holders of Registrable Securities engage or propose to engage in a “distribution” (as defined in Regulation M under this Agreementthe Exchange Act) of Registrable Securities, such Holders shall discuss the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only timing of such distribution with the consent of Holders of a majority of the Registrable Securities being sold in Company reasonably prior to commencing such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioneddistribution. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent Notwithstanding anything herein to the contrary, nothing in this Section 2.3 shall amend, impact or otherwise affect the terms, provisions or obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses party pursuant to Section 2.08; provided2.1 above, howeverincluding without limitation, that if (Ai) certain Selling Holders withdraw from an Underwritten Offering after altering the public announcement at launch (Company’s obligations to file and maintain the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Shelf Registration Statement or other registration statement pursuant to Section 2.03, then in accordance with the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.provisions of

Underwritten Offerings. (i) If, in connection with a request to Register Registrable Securities under Section 10.1 or Section 10.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 10.1 and Section 10.2. In such event, the event right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company (subject to Section 4.8 hereof); provided however, that the Required Holders elect shall only be obligated to include, give representations and warranties under such underwriting agreement that are customary in similar agreements in relation to their ownership of the Registrable Securities and due authorization to enter such underwriting agreement. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by such Holder that they want to be underwritten in a Registration pursuant to Section 10.1 or Section 10.2, the underwriters may exclude from the underwriting offering up to seventy percent (70%) of the Registrable Securities requested to be Registered but only after first excluding all other securities from the Registration and underwritten offering and for so long as the number of Shares to be included in such Underwritten Offering. For the avoidance Registration on behalf of doubtthe non-excluded Holders is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included, provided, that if, as a result of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreementsuch underwriter cutback, the Partnership shall be entitled to select Initiating Holders cannot include in the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority underwritten offering at least fifty percent (50%) of the Registrable Securities being sold in that they have requested to be included therein, then such Underwritten Offering, which Registration shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated deemed to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all constitute one of the representations and warranties by, and two (2) demand Registrations to which the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses are entitled pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw 10.1. Any Registrable Securities excluded or withdrawn from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably underwritten offering shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistration.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initialing Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the Required inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by Initiating Holders elect representing a majority in voting power of the Registrable Securities held by the Initiating Holders) to include, the extent provided herein. The Company and 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 representing a majority in voting power of the Registrable Securities held by the Initiating Holders. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser managing underwriter advises the Company in writing that the number of (i) $15.0 million securities requested to be included in such demand registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the underwriters may exclude such number of Registrable Securities from the underwriting as required after excluding any other Equity Securities (including, without limitation, any Equity Securities which the Company may seek to include in the aggregate (calculated based on the underwriting for its own account and all Equity Securities that are not Registrable Securities Amountand held by persons other than Holders) and (ii) 100% from the underwriting. If a limitation of the then outstanding number of Registrable Securities held by them under a Registration Statement is required pursuant to an Underwritten Offeringthis Section 2.4, the Partnership shall, upon request number of Registrable Securities that may be included in the underwriting by the Required selling Holders (shall be allocated among such request, an “Underwritten Offering Notice” and such electing Required Holders, in proportion, as nearly as practicable, to the “Electing Holders”), retain underwriters respective amounts of Registrable Securities which the Holders would otherwise be entitled to include in order to permit the Electing Holders to effect such sale through an Underwritten Offering. Registration; provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions number of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number shares of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but underwriting and registration shall not count toward be reduced unless all other securities are first entirely excluded from the $15.0 million underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, at least 30% of shares of Registrable Securities required under clause (i) of this Section 2.04 requested by the Holders to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided included in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder registration shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Lawso included. If any Selling Holder disapproves of the terms of an any such underwriting, such Selling Holder may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing Underwriter; providedunderwriter, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering delivered at least ten (10) Business Days prior to the pricing effective date of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04registration statement. No such withdrawal Any Registrable Securities excluded or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw withdrawn from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably underwriting shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period excluded and withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringregistration.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2 or Section 2.1, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2 and Section 2.1. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders elect and such Holder, taken together) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in a Registration pursuant to Section 2 or Section 2.1, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those sold for the account of the Company), or (ii) otherwise exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in such Underwritten Offering. For the avoidance Registration is allocated (a) first, among Holders of doubtOrdinary Equity Interests issued or issuable upon conversion of Series A-2 Preferred Equity Interests, any Holders notified about an Underwritten Offering by Series B Preferred Equity Interests and Series C Preferred Equity Interests in proportion, as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause requested by such Holders to be included, and (ib) second, if there are any available Registrable Securities remaining to be allocated, among Holders of this Section 2.04 other Registrable Securities in proportion, as nearly as practicable, to request an Underwritten Offering pursuant the respective amounts of Registrable Securities requested by such Holders to an Underwritten Offering Noticebe included. In connection Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of equity interests in accordance with any Underwritten Offering under this Agreementthe above provisions, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease round the number of available Underwritten Offerings equity interests allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringequity interests.

Underwritten Offerings. If the registration of which the Company gives notice is for an Underwritten Offering, then the Company shall so advise the Holders as a part of such written notice. In such event, the event that right of the Required Holders elect to include, other than registration pursuant to this Section 2.02 shall be conditioned upon the Holders' agreeing to participate in such Underwritten Offering upon the terms and condition as shall be negotiated by the Company, and the inclusion of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate Underwritten Offering to the extent provided herein. The Holders proposing to distribute securities through such Underwritten Offering shall (calculated based on together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Underwritten Offering by the Company. Notwithstanding any other provisions of this Section, if the managing underwriter determines in writing, in its sole and absolute discretion, that marketing factors, including the price at which such securities will be sold, require a limitation of the number of shares to be underwritten, then the underwriters may exclude some or all Registrable Securities Amount) from such registration and (ii) 100% Underwritten Offering in accordance with the provisions of this Section. The Company shall so advise the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Holders distributing securities through such Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want may be included in the registration and Underwritten Offering on behalf of the Holders shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders requested to be included in such Underwritten Offeringthe registration. For If the avoidance Holders disapprove of doubt, the terms of any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward then the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by giving written notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offeringunderwriters. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal Any securities so excluded or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw withdrawn from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw withdrawn from such Underwritten Offeringregistration.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (ia) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreementpublic underwriting of Company securities that are covered by a Registration Statement, the Partnership shall Company agrees, subject to the requirements of Sections 3 and 4 hereof, to arrange for its underwriters to include in the securities to be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of so distributed by it the Registrable Securities being sold in of any Holder who makes such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditionedrequest of the Company. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Each such Holder participates, each Selling Holder and the Partnership agrees that any of such Registrable Securities so included shall be obligated distributed and sold through such underwriters. The Holders of Registrable Securities to enter into an be distributed by such underwriters shall be parties to the underwriting agreement that contains between the Company and such representations, covenants, indemnities underwriters and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in any such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, shall require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Selling Holder’s benefit Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders. (b) No Holder may participate in any Underwritten Offering under Sections 3 and 4 unless such Holder (i) agrees to sell its obligations. No Selling Registrable Securities on the basis provided in any underwriting arrangement approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, securities escrow agreements, underwriting agreements and other documents required under the terms of such underwriting, and furnishes to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement (and the prospectus included therein); provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder and such Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its 's intended method of distribution and any other representation required by Lawlaw. (c)(i) The managing underwriter of an Underwritten Offering of the Company may advise the Company to cause Holders of Registrable Securities to delay the public sale or distribution of such securities. Each Holder agrees, whether or not such Holder participates in an Underwritten Offering, if so required by the managing underwriter, not to effect any public sale or distribution of such Holder's Registrable Securities or sales of such shares pursuant to Rule 144, during the fifteen days prior to and the ninety (90) days after any firm commitment Underwritten Offering pursuant to Section 3 or 4 has become effective. If any Selling the managing underwriter advises the Company in writing that, in its opinion, no such public sale or distribution should be effected for a specified period longer than ninety (90) days after such Underwritten Offering has become effective in order to complete the sale and distribution of securities included in such registration and the Company gives notice to such Holder disapproves of the terms of an underwritingsuch advice, such Selling Holder may elect Holders shall not effect any public sale or distribution or sales pursuant to withdraw therefrom by notice to the PartnershipRule 144 for a reasonably longer period after such Underwritten Offering has become effective, the Electing Holders and the Managing Underwriter; providedbut in no event longer than one hundred twenty (120) days, however, that any such withdrawal must be made no later than the time of pricing except as part of such Underwritten Offering. If all Selling Holders withdraw from an (ii) The Company agrees, if so required by the managing underwriter, (x) not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the fifteen days prior to and the ninety (90) days after any firm commitment Underwritten Offering prior pursuant to Section 3 or 4 has become effective, except as part of such Underwritten Offering and except pursuant to registrations on Form S-4 and Form S-8 or any successor or similar forms thereto, and (y) to use its best efforts to cause each holder of its equity securities or any securities convertible into or exchangeable or exercisable for any of such securities, in each case purchased from the pricing Company at any time after the date hereof (other than in a public offering), to agree not to effect any such public sale or distribution of such securities during such period or, in either case, if the managing underwriter advises the Company in writing that in its opinion no such public sale or distribution should be effected for a specified period longer than ninety (90) days after such Underwritten Offering has become effective in order to complete the sale and distribution of securities included in such registration, during a reasonably longer period after such Underwritten Offering but in no event longer than one hundred twenty (120) days, except as part of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In Following the event that expiration of the Required Holders elect Standstill/Lock-up Period (unless earlier consented to include, other than in writing by the Company pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten OfferingWarrant), the Partnership shall, upon Holders shall be entitled to request by the Required Holders an aggregate of three (such request3) underwritten offerings or other take-downs (which may be a block trade) (each, an “Underwritten Offering Notice” and such electing Required HoldersDemand”) (i) in connection with a Demand Registration, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the terms and conditions of this Section 2.04, subject 2 or (ii) at any time that a Shelf Registration Statement covering Registrable Securities is effective (a “Shelf Underwritten Offering”). The Company shall as promptly as reasonably practicable (and in any event within twenty (20) days) amend or supplement any Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such permitted Shelf Underwritten Offering Notice and otherwise use its commercially reasonable efforts to facilitate such Shelf Underwritten Offering, provided that, in the case of any Shelf Underwritten Offering, the Holders agree to consult in good faith with the chief executive officer and/or chief financial officer of the Company regarding the Company’s involvement in such Shelf Underwritten Offering and agree to consider in good faith any reasonable suggestions or comments provided on a timely basis by such officer(s) with regard to the PartnershipCompany’s involvement in such Shelf Underwritten Offering to such Holders, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holdersmanaging underwriters, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offeringor their respective counsel. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such underwritten offering (including a Shelf Underwritten Offering, but ) shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an as a permitted Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request Demand under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.082(e) unless and until it has priced; provided, however, that if an underwritten offering (Aincluding a Shelf Underwritten Offering) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holdersfails to price, the “Post-Launch Withdrawing Selling Holders”), and (BHolders shall not be entitled to reimbursement of expenses permitted under Section 7(a) all Selling Holders withdraw from for such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result offering. If any of the occurrence of any event that would reasonably Registrable Securities are to be expected to permit sold in an underwritten offering, the Partnership to exercise its rights to suspend the use Holders of a Registration Statement majority of the securities to be included in such offering shall select the managing underwriter or other registration statement pursuant underwriters (which shall be reasonably acceptable to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by board of directors of the Partnership during the period from the Launch of Company) to administer any such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringoffering.

Underwritten Offerings. (a) If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the Required inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by Initiating Holders elect representing a majority in voting power of the Registrable Securities) to includethe 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 of nationally recognized standing selected for such underwriting by the Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders, which shall be reasonably acceptable to the Company. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered and the general condition of the market) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude some of the Registrable Securities Amount) and (ii) 100% of from the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to underwriting if so justified after excluding all other Holders, who shall then have two Business Days Equity Securities from the date that such notice is given to them to notify the Partnership in writing underwriting. If a limitation of the number of Registrable Securities held by such Holder is required pursuant to this Section 2.4, the number of Registrable Securities that they want to may be included in the underwriting by selling Holders shall be allocated among such Underwritten Offering. For Holders, in proportion, as nearly as practicable, to the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, which the Partnership shall Holders would otherwise be entitled to select include in the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registration. Any Registrable Securities being sold in excluded or withdrawn from such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership underwriting shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistration.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or 2.2 hereof, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2 hereof. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration elect to includedistribute such Registrable Securities through a different distribution method, or otherwise mutually agreed by a majority-in-interest of the Initiating Holders and such Holder, taken together) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration and reasonably acceptable to the Company. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in a Registration pursuant to Section 2.1 or 2.2 hereof, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in such Underwritten Offering. For the avoidance of doubtRegistration is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection shares in accordance with any Underwritten Offering under this Agreementthe above provisions, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. In connection with any Underwritten Offering under this Section 2(c), the event that notice to the Required Holders elect Investors shall state whether such offering is an Underwritten Offering and the Company shall not be required to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of include any Registrable Securities in such Underwriting Offering unless the aggregate (calculated based on the Investors requesting inclusion of such Registrable Securities Amount) and (ii) 100% accept the terms of the then outstanding underwriting as reasonably agreed upon between the Company and the managing Underwriter or Underwriters, selected by the Company. Each Investor that has requested that Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to it be included in such Underwritten Offering. For Registration Statement shall (together with the avoidance of doubt, any Holders notified about an Underwritten Offering by Company and the Partnership after other Investors distributing the Partnership has received securities through such underwriting) enter into such underwriting agreement as reasonably agreed upon between the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward Company and the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Noticemanaging Underwriter or Underwriters. In connection with any Underwritten Offering under this AgreementSection 2(c), if in the Partnership shall be entitled to select reasonable opinion of the Managing managing Underwriter or Underwriters, but only with the consent registration of Holders of a majority of the Registrable Securities being sold in such Underwritten Offeringall, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Registrable Securities requested to and for the benefit of be included in such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution registration and any other representation required securities to be included in such registration adversely affect the marketing of the securities offered by Lawthe Company or the holders of securities initiating such registration (the “Demanding Holders”), then: (i) in the case of an Underwritten Offering by the Company, (A) the Company shall not be cutback and (B) the Registrable Securities requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise limitations contained in the Warrants) in accordance with the number of securities that each such Person has requested be included in the registration, regardless of the number of securities held by each such Person, and (ii) in the case of an Underwritten Offering by a Demanding Holder, (A) the Demanding Holder (and other parties that are subject to the same registration rights agreement with such Demanding Holder) shall not be cutback and (B) the Registrable Securities requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise limitations contained in the Warrants) in accordance with the number of securities that each such Person has requested be included in the registration, regardless of the number of securities held by each such Person. If any Selling Holder Investor disapproves of the terms of an any such underwriting, such Selling Holder it may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or 2.2 hereof, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2 hereof. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders elect and such Holder, taken together) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in a Registration pursuant to Section 2.1 or 2.2 hereof, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in such Underwritten Offering. For the avoidance of doubtRegistration is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection shares in accordance with any Underwritten Offering under this Agreementthe above provisions, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. In the event that the Required Holders elect to include, other than Any registration pursuant to this Section 2.02 4.1(a) shall be effected by means of this Agreementa shelf registration under the Securities Act (a “Shelf Registration Statement”) in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415. If the Investor intends to distribute any Registrable Securities by means of an underwritten offering (an “Underwritten Offering”), at least it shall promptly so advise the lesser Company in writing, and the Company shall include such information in a written notice to the Other Investors that have registration rights under the applicable Purchase Agreements within ten days of (i) $15.0 million the Company’s receipt of such notice from the Investor. If the Other Investors, to the extent they have registration rights under the applicable Purchase Agreements, request inclusion of their Registrable Securities in the aggregate Underwritten Offering, or the Company notifies the Investor of a request by the Company to include any securities in the Underwritten Offering, the Investor shall offer to include such securities of such Other Investors and the Company in the Underwritten Offering but may condition such offer on their acceptance of the further applicable provisions of this Section 4.1(a). The managing underwriters in any Underwritten Offering pursuant to this Section 4.1(a)(2) shall be selected by the Company and shall be reasonably acceptable to holders of a majority of the Registrable Securities participating in the Underwritten Offering. All holders proposing to distribute their securities through such Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriters so selected for such Underwritten Offering. Notwithstanding any other provision of this Section 4.1(a)(2), if the managing underwriters advise the Company that in their reasonable opinion the number of securities requested to be included in such Underwritten Offering exceeds the number that can be sold without adversely affecting the marketability of such offering (calculated including an adverse effect on the per share offering price), the Company shall so advise the Investor and the Other Investors holding Registrable Securities that would otherwise be included in such Underwritten Offering, and the number of securities that may be included in such Underwritten Offering shall be allocated as follows: (A) first, among the Investor and the Other Investors that have elected to participate in the Underwritten Offering, pro rata based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant requested to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters be included in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice by such holders, until such holders have included in the Underwritten Offering all Registrable Securities requested by such holders to be included, (B) second, to the Partnership) deliver notice of such Company, until the Company has included in the Underwritten Offering Notice all securities requested by it to all be included, and (C) third, among any other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing holders of securities of the number of Registrable Securities held by such Holder that they want Company requesting to be included in such Underwritten Offering. For , pro rata based on the avoidance number of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 securities requested to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate included in such Underwritten Offering unless by each such Selling Holder agrees holder. The Investor may request a maximum of two Underwritten Offerings (excluding any offering that is not completed, provided that the Investor has reimbursed the Company for all reasonable and documented out of pocket fees and expenses incurred by the Company in connection with any such offering which is not completed due to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any actions or all elections of the representations and warranties by, and Investor); provided that the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder Company shall not be required to make any representations or warranties to or agreements with facilitate an Underwritten Offering unless the Partnership or the underwriters other than representations, warranties or agreements regarding expected gross proceeds from such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriteroffering exceed $10,000,000; provided, howeverfurther, that any such withdrawal must the Company shall not be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from required to facilitate an Underwritten Offering if there has been one or more Underwritten Offerings pursuant to this Agreement or any of the other Purchase Agreements during the six-month period prior to the pricing of date on which the Investor makes such Underwritten Offering, the events will not be considered request for an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. (a) If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwriting and the Required inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders elect and such Holder) to include, 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 of internationally recognized standing selected for such underwriting by the Company. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in a Registration pursuant to Section 2.1 or 2.2, the underwriters may (i) in the event the offering is the Company's IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those of the Company), or (ii) otherwise exclude up to seventy percent (70%) of the Registrable Securities requested to be Registered but only after excluding all other Equity Securities from the Registration and underwriting and so long as the number of shares to be included in such Underwritten Offering. For the avoidance Registration on behalf of doubtHolders is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included, provided that if, as a result of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreementsuch underwriter cutback, the Partnership shall be entitled to select Holders cannot include in the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority initial public offering all of the Registrable Securities being sold in that they have requested to be included therein, then such Underwritten Offering, which Registration shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated deemed to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all constitute one of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.three demand Registrations to

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 9.1, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 9.1. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders elect and such Holder) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such Registration and reasonably acceptable to the Company. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter(s) advise the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by such Holder that they want to be included underwritten in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering a Registration pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this AgreementSection 9.1, the Partnership shall be entitled underwriters may exclude up to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority seventy-five percent (75%) of the Registrable Securities being sold requested to be Registered but only after first excluding all Equity Securities other than Registrable Securities from the Registration and underwritten offering. Among Registrable Securities requested to be Registered, the number of Registrable Securities that may be included in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder the Registration and the Partnership underwritten offering shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings allocated among all the holders of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its all Registrable Securities on requested to be Registered in proportion, as nearly as practicable, to the basis provided in respective amounts of Registrable Securities held by such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under holders. If any Holder disapproves the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part ofunderwriting, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering underwriters delivered at least ten (10) days prior to the pricing effective date of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04Registration Statement. No such withdrawal Any Registrable Securities excluded or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw withdrawn from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably underwritten offering shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistration.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a Majority-in-Interest of the Initiating Holders elect and such Holder) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or 2.2, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those of the Company), or (ii) otherwise exclude up to seventy percent (70%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities held by such Holder that they want any director, officer, employee or consultant of the Company or any other holder of Common Shares of the Company from the Registration and underwritten offering and so long as the number of shares to be included in such Underwritten Offering. For the avoidance Registration on behalf of doubtthe non-excluded Holders is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included, provided, that if, as a result of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreementsuch underwriter cutback, the Partnership shall be entitled to select Holders cannot include in the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority IPO all of the Registrable Securities being sold in that they have requested to be included therein, then such Underwritten Offering, which Registration shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated deemed to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all constitute one of the representations and warranties by, and two (2) demand Registrations to which the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses are entitled pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw 2.1. Any Registrable Securities excluded or withdrawn from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably underwritten offering shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistration.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders elect and such Holder) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of at least two-thirds of the voting power of all Registrable Securities proposed to be included in such Registration (calculated on an as-converted basis). Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by such Holder that they want employees and directors of the Company) from the Registration and underwritten offering, and (ii) second excluding all Registrable Securities from the Registration and underwritten offering, and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all such Underwritten Offering. For non-excluded Holders in proportion, as nearly as practicable, to the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause requested by such Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (i10) of this Section 2.04 days prior to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority effective date of the Registrable Securities being sold in Registration Statement, and such Underwritten Offering, which withdrawal request for Registration shall not be unreasonably withhelddeemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, delayed or conditionedas the case may be. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling If any Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under disapproves the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part ofunderwriting, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering underwriters delivered at least ten (10) days prior to the pricing effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such Underwritten Offeringunderwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the events will not be considered an Underwritten Offering and will not decrease Company or the underwriters may round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04nearest one hundred (100) shares. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.Shareholders Agreement 13

Underwritten Offerings. In connection with any offering under this Section 3 involving an underwriting, the event notice to the Holders shall state that such offering is an underwritten offering and the Required Holders elect Company shall not be required to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of include any Registrable Securities in such underwriting unless the aggregate (calculated based on the Holders requesting inclusion of such Registrable Securities Amount) and (ii) 100% accept the terms of the then outstanding underwriting as agreed upon between the Company and the managing Underwriter or Underwriters, selected by the Company. Each Holder that has requested that Registrable Securities held by them under a it be included in such Registration Statement pursuant to an Underwritten Offeringshall (together with the Company and the other Holders distributing the securities through such underwriting) enter into such underwriting agreement as agreed upon between the Company and the managing Underwriter or Underwriters. If in the reasonable and good faith opinion of the managing Underwriter or Underwriters, the Partnership shallregistration of all, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holdersor part of, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want requested to be included in such Underwritten Offering. For registration and any other securities to be included in such registration jeopardize the avoidance success of doubt, any Holders notified about an Underwritten Offering the offering by the Partnership after Company or the Partnership holders of securities initiating such registration (the “Demanding Holders”), then: (i) in the case of an underwritten offering by the Company, (A) the Company shall not be cutback and (B) the Registrable Securities requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced pro rata in accordance with the number of securities that each such Person has received requested be included in the corresponding Underwritten Offering Notice registration, regardless of the number of securities held by each such Person and (ii) in the case of an underwritten offering by (1) a Demanding Holder (other than Prencen), (A) the Demanding Holder (and other parties that are subject to the same registration rights agreement with such Demanding Holder) shall not be cutback and (B) the Registrable Securities requested for inclusion and the shares requested to be included by the Company and any other stockholder pursuant to piggyback rights similar to the Holders shall be reduced pro rata based on the number of securities each such party has requested for inclusion in the Registration Statement and (2) Prencen, in its capacity as a Demanding Holder, then the shares requested for inclusion by Prencen (and other parties that are subject to the same registration rights agreement with Prencen), the Registrable Securities requested for inclusion by any Holder, and the shares requested for inclusion by any other stockholder possessing piggyback rights that Prencen has expressly agreed, in writing, may participate in such Underwritten Offeringon a priority basis, but shall not count toward have priority over any other stockholder possessing piggyback rights and, to the $15.0 million extent the shares requested for inclusion by Prencen (and other parties that are subject to the same registration rights agreement with Prencen), the Holders of Registrable Securities and other stockholders that Prencen has agreed may participate on a priority basis are required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreementbe cutback, the Partnership then such securities requested for inclusion shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities reduced pro rata based on the number of securities each such party holds (on an as-converted, fully-diluted basis provided and without giving effect to any exercise or conversion limitations contained in any such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of convertible or exercisable securities held by any such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Lawparty). If any Selling Holder disapproves of the terms of an any such underwriting, such Selling Holder it may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In the event that any Holder or Holders that are Affiliates of each other (the Required Holders “Electing Holders”) elect to include, other than pursuant to Section 2.02 2.01 of this Agreement, at least the lesser of (i) $15.0 million 10,000,000 of Registrable Securities Shares in the aggregate (calculated based on the expected gross proceeds of the Underwritten Offering of such Registrable Securities AmountShares) and (ii) 100% of the then outstanding 740340033 20666918 Registrable Securities Shares held by them such Electing Holders under a Registration Statement pursuant to an Underwritten Offering, the Partnership Company shall, upon request by the Required Electing Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders each Holder, together with its Affiliates, shall have the option and right to require the Partnership Company to effect not more than three Underwritten Offerings pursuant to and subject to in the conditions of this Section 2.04aggregate, subject to a maximum of two one Underwritten Offerings Offering during any 1290-month day period. Upon delivery of such Underwritten Offering Notice to the PartnershipCompany, the Partnership Company shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership Company in writing of the number of Registrable Securities Shares held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Any Holders notified about an Underwritten Offering by the Partnership Company after the Partnership Company has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Registrable Shares being sold in such Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten OfferingCompany, which shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities Shares on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the PartnershipCompany, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), ) and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership Company during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering. If the Managing Underwriter of any proposed Underwritten Offering of Registrable Shares advises the Company that the inclusion of all of the Selling Holders’ Registrable Shares that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Registrable Shares offered or the market for the Registrable Shares, then the Registrable Shares to be included in such Underwritten Offering shall include the number of Registrable Shares that such Managing Underwriter advises the Company can be sold without having such adverse effect, with such number to be allocated (i) first, to any holder of securities of the Company having rights of registration pursuant to the Existing Registration 740340033 20666918 Rights Agreement, (ii) second, pro rata on the basis of the number of Registrable Shares held by each such Holder or in such other manner as such Holders may agree, (iii) third, to any holder of securities of the Company having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Registrable Shares and (iv) fourth, to any holder of securities of the Company having rights of registration that are expressly subordinated to the Holders in respect of the Registrable Shares.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under the provisions of Section 2.1(a), the Initiating Holders seek to distribute such Registrable Securities through an Underwritten Offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1(a). In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the Required inclusion of such Holder’s Registrable Securities in the Underwritten Offering (unless otherwise mutually agreed by Initiating Holders elect representing a majority in voting power of the Registrable Securities held by the Initiating Holders) to include, the extent provided herein. All Holders proposing to distribute their securities through such Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Underwritten Offering by the Company (which underwriter or underwriters shall be reasonably acceptable to Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders). Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser managing underwriter advises the Company that marketing factors (including the aggregate number of (isecurities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) $15.0 million require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude such number of Registrable Securities from the Underwritten Offering as required (1) after excluding any other Equity Securities from the Underwritten Offering (including, without limitation, any Equity Securities which the Company may seek to include in the aggregate (calculated based on the Underwritten Offering for its own account and all Equity Securities which are not Registrable Securities Amount) and are held by Persons other than the Holders), and (ii2) 100% so long as at least thirty percent (30%) in voting power of the then outstanding any Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request requested by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of be included in such Underwritten Offering Notice to the Partnership, the Partnership and Registration shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing be included. If a limitation of the number of Registrable Securities held by such Holder is required pursuant to this Section 2.1(c), the number of Registrable Securities that they want to may be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by selling Holders shall be allocated among such Holders, in proportion, as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, which the Partnership shall Holders would otherwise be entitled to select include in the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by LawRegistration. If any Selling Holder disapproves of the terms of an underwritingany Underwritten Offering, such Selling the Holder may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering underwriters delivered at least ten (10) Business Days prior to the pricing effective date of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04Registration Statement. No such withdrawal Any Registrable Securities excluded or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw withdrawn from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably underwriting shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistration.

Underwritten Offerings. In If the event that registration of which the Required Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders elect to include, other than as a part of the written notice given pursuant to Section 2.02 2.1. In such event the right of this Agreement, at least the lesser of any Holder to registration pursuant to Section 2.1 shall be conditioned (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included Holder’s participation in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in any such underwriting agreement arrangements approved by the Company; (ii) the Holder’s completion and completes and executes execution of all questionnaires, powers of attorney, indemnities indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting agreementarrangements and this Agreement; and (iii) and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Each Selling Holder mayAll Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The foregoing shall include, at its optionwithout limitation, such powers of attorney and escrow agreements as the underwriters may require. Notwithstanding any other provision of Article II, if the managing underwriter determines that marketing factors require that any or all a limitation of the representations number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration, it being understood that the shares proposed to sold by the Company in such underwriting shall be given priority and warranties byshall not be subject to any such limitation vis-a-vis the Registrable Securities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and such other agreements on holders in proportion, as nearly as practicable, to the part ofrespective amounts of Registrable Securities held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Partnership Company may round the number of shares allocated to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent Holder to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Lawnearest 100 shares. If any Selling Holder disapproves of the terms of an any such underwriting, such Selling Holder may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must managing underwriter. The Registrable Securities so excluded or withdrawn shall also be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw excluded or withdrawn from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”)registration, and (B) all Selling Holders withdraw from neither such Underwritten Offering Registrable Securities nor any securities convertible into or exchangeable or exercisable for Common Stock shall be sold in any public sale or other distribution, without the prior to pricing, other than in either clause (A) or (B) as a result written consent of the occurrence Company or such underwriters, for such period of any event that would reasonably be expected time before and after (not to permit exceed thirty (30) days before and one hundred eighty (180) days after) the Partnership to exercise its rights to suspend effective date of the use of a Registration Statement or other registration statement pursuant to Section 2.03, then relating thereto as the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringunderwriters may require.

Underwritten Offerings. In the event that the Required (a) REQUEST FOR UNDERWRITING OFFERINGS. At any time, if one or more Holders elect to include, other than pursuant to Section 2.02 of this Agreement, holding at least 25% of the lesser of Registrable Securities covered by any Initial Shelf Registration or any Subsequent Shelf Registration (i"INITIATING HOLDERS") $15.0 million so elect, an offering of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not Initial Shelf Registration or Subsequent Shelf Registration may be effected on no more than three Underwritten Offerings pursuant to (3) occasions in the form of a firm commitment underwritten offering and subject to the conditions of this managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period4(b). Upon delivery the receipt of such Underwritten Offering Notice to the Partnershipa written request for an underwritten offering, the Partnership Company shall promptly take such steps as soon as practicable (are necessary or appropriate to prepare for such offering. Promptly, but in no event later than one Business Day following ten (10) days after the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice receipt of such Underwritten Offering Notice written request for an underwritten offering, the Company shall give written notice thereof to all other HoldersHolders and include in such underwriting all Registrable Securities held by any Holder from whom the Company has received a written request for inclusion therein. In such event, the Company shall use its reasonable best efforts to include all Registrable Securities of such class requested by the Holders to be included in such offering. Such offering shall include any securities requested by the Company to be included in such registration to the extent permitted herein. Notwithstanding the foregoing sentence, if the Approved Underwriter advises the Company and the Holders in writing that, in its opinion, the aggregate amount of such Registrable Securities requested to be included by the Holders in such offering (including those securities requested by the Company to be included in such underwritten offering) is sufficiently large to have an adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such adverse effect on the success of such offering (the "APPROVED UNDERWRITER AMOUNT"), and (i) if the number of Registrable Securities to be included in such registration is greater than the Approved Underwriter Amount, then each Holder shall be entitled to have included in such registration Registrable Securities of such class equal to its pro rata portion of the Approved Underwriter Amount, based on the amounts of Registrable Securities of such class sought to be sold by the Holders in their requests for participation in the underwritten offering, and the Company and any Person who is not a Holder shall then have two Business Days from not be entitled to include any securities therein, and (ii) to the date extent that the number of Registrable Securities of such class to be included by the Holders is less than the Approved Underwriter Amount, securities that the Company and any Person who is not a Holder proposes to register may also be included with such priority as the Company may in its discretion consider appropriate. If, as a result of the pro-ration provision of this Section 4(a), any Holder shall not be entitled to include in a registration all Registrable Securities of such class that such notice is given Holder has requested to them be included, such Holder may elect to notify withdraw its request to include Registrable Securities of such class in such registration or may reduce the Partnership number requested to be included; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal or reduction shall be irrevocable. Notwithstanding the foregoing, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by such Holder that they want to other Holders may be included in such Underwritten Offering. For underwriting (up to the avoidance maximum of doubt, any Holders notified about an Underwritten Offering limitation imposed by the Partnership after underwriters), then the Partnership has received Company shall offer to all participating Holders who have included Registrable Securities in the corresponding Underwritten Offering Notice may participate underwritten offering the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 4(a). The Company shall cooperate with the Holders in order to facilitate communications among such Underwritten OfferingHolders solely for the purpose of obtaining the consent of sufficient Holders to request an underwritten offering pursuant to this Section 4, but shall not count toward including, without limitation, by providing a list of stockholders of the $15.0 million Company with their respective ownership of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offeringand contact information, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by used solely for purposes of this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingAgreement.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders elect and such Holder) to include, the extent provided in this Section 2.4. All Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of at least two-thirds (2/3rds) of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by such Holder that they want to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of shares to be included in such Underwritten Offering. For the avoidance Registration on behalf of doubtthe Holders is allocated among all participating Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) of this Section 2.04 requested by such participating Holders to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of included; provided that Initiating Holders of representing a majority in voting power of Registrable Securities requested to be registered by all the Initiating Holders shall have the right to withdraw their request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registrable Securities being sold in Registration Statement, and such Underwritten Offering, which withdrawal request for Registration shall not be unreasonably withhelddeemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling as the case may be; provided further that if any Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under disapproves the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part ofunderwriting, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may also elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering underwriters delivered at least ten (10) days prior to the pricing effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such Underwritten Offeringunderwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the events will not be considered an Underwritten Offering and will not decrease Company or the underwriters may round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. In the event that any Holder or Holders that are Affiliates of each other (the Required Holders “Electing Holders”) elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 10.0 million of Common Stock Registrable Securities in the aggregate (calculated based on the expected gross proceeds of the Underwritten Offering of such Common Stock Registrable Securities AmountSecurities) and (ii) 100% of the then outstanding Common Stock Registrable Securities held by them such Electing Holders under a Registration Statement pursuant to an Underwritten Offering, the Partnership Company shall, upon request by the Required Electing Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders each Holder, together with its Affiliates, shall have the option and right to require the Partnership Company to effect not more than three four Underwritten Offerings pursuant to and subject to in the conditions of this Section 2.04aggregate, subject to a maximum of two one Underwritten Offerings Offering during any 1290-month day period. Upon delivery of such Underwritten Offering Notice to the PartnershipCompany, the Partnership Company shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the PartnershipCompany) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership Company in writing of the number of Common Stock Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Any Holders notified about an Underwritten Offering by the Partnership Company after the Partnership Company has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Holders of a majority of the Common Stock Registrable Securities being sold in such Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten OfferingCompany, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Common Stock Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the PartnershipCompany, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership Company to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership Company during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In If at any time that a Shelf Registration Statement is effective (or in connection with delivery of a Demand), SSF or SSF and a Covered Transferee delivers a notice to the event Company (a “Shelf Underwritten Demand Notice”) stating that the Required Holders elect it intends to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million effect an underwritten offering of Registrable Securities in pursuant to a take-down from the aggregate (calculated based on Shelf Registration Statement of all or part of the Registrable Securities Amountincluded or to be included by it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and (ii) 100% of stating the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the aggregate offering price and/or number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Shelf Underwritten Offering, but shall then the Company shall, so long as the market value of the Common Stock to be included in such Shelf Underwritten Offering is (i) equal to or in excess of $75,000,000 or (ii) equal to or in excess of $50,000,000 and SSF and/or its Permitted Transferees agree to sell at least 75% of the Registrable Securities then owned by them in such underwritten offering), based upon the closing price of the Common Stock on the date prior to the Shelf Underwritten Demand Notice, amend or supplement the Shelf Registration Statement as promptly as practicable (or, if not count toward yet filed, include appropriate disclosure therein) as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the $15.0 million Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Noticeby any other Holders. In connection with any Shelf Underwritten Offering (i) the Company shall deliver a copy of the Shelf Underwritten Demand Notice to each Holder, to the extent the Company has received prior notices as to the identity of such Holder(s), and permit each Holder to include its Registrable Securities included by it on the Shelf Registration Statement in the Shelf Underwritten Offering if such Holder seeking to so include Registrable Securities notifies SSF and the Company of such request, specifying the amount to be included, within three (3) Business Days (or such shorter period as is reasonably practicable under this Agreementthe circumstances in the judgment of the managing underwriter) after receipt of the Shelf Underwritten Demand Notice thereby, and (ii) if the managing underwriter advises the Company and the Holders participating therein that, in its opinion, the Partnership number of securities to be included in such registration would be likely to have an Adverse Effect, then, the number of shares of Common Stock to be included therein by each participating Holder shall be entitled determined on a pro rata basis based on the number of shares of Common Stock requested to select be included, to the Managing Underwriter or Underwriters, but only with extent that the consent of Holders of a majority of the Registrable Securities being managing underwriter believes that such shares can be sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditionedoffering without having an Adverse Effect. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and no event shall the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall Company be required to make any representations or warranties effect more than one (1) underwritten offering pursuant to or agreements with the Partnership or the underwriters other than representationsthis Agreement. The selection of investment banker(s), warranties or agreements regarding such Selling Holderunderwriter(s) and manager(s), its authority to enter into such underwriting agreement and to sellif any, and its ownership of, the securities whose offer and resale will shall be registered, on its behalf, its intended method of distribution and any other representation required made by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing UnderwriterSSF; provided, however, that any such withdrawal must investment banker(s), underwriter(s) and manager(s) shall be made no later than reasonably satisfactory to the time Company. If requested, the Company shall enter into an underwriting or purchase agreement with an investment banking firm in connection with such an underwritten offering containing representations, warranties, indemnities and agreements substantially the same as the Company agreed to in its most recent public offering. Any prospectus supplement or other filing with the Commission including a plan or method of pricing distribution of the securities subject to an underwritten offering pursuant to this Section 2 shall reflect the plan or method of distribution of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to securities as shall be designated by the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result managing underwriter of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringoffering.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of No Person may participate in any registration hereunder which is underwritten unless such Person: (i) $15.0 million agrees to sell the same class and type of securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant shall be required to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not sell more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want holder has requested to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause include); (iii) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorneyindemnities, indemnities underwriting agreements and other documents reasonably required of all holders of securities being included in such registration under the terms of such underwriting agreement. Each Selling Holder may, at its option, require arrangements; and (iii) completes and executes all powers of attorney and custody agreements as reasonably requested by the managing underwriters; provided that no holder of Registrable Securities included in any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder underwritten registration shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters (other than representations, representations and warranties or agreements regarding such Selling Holder, its authority to enter into holder and such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its holder’s intended method of distribution and distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7 or those provided by the other representation required holders of Registrable Securities participating in such underwritten registration. For the avoidance of doubt, each holder of Registrable Securities shall execute such customary powers of attorney or custody agreements as are requested by Law. If any Selling Holder disapproves the managing underwriters, appointing as power of attorney or custodian such persons as reasonably requested by the Holders of the terms majority of an underwriting, the Registrable Securities. Each holder of Registrable Securities shall execute and deliver such Selling Holder other agreements as may elect to withdraw therefrom be reasonably requested by notice to the Partnership, the Electing Holders Company and the Managing Underwriter; providedlead managing underwriter(s) that are consistent with such holder’s obligations under Section 4, however, Section 5 and this Section 8 or that are necessary to give further effect thereto. To the extent that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offeringagreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the events will not be considered an Underwritten Offering respective rights and will not decrease obligations created under such agreement shall supersede the number respective rights and obligations of available Underwritten Offerings the Required Holders have holders, the right Company and option the underwriters created pursuant to request under this Section 2.048. No such withdrawal or abandonment shall affect In the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, case of any registration hereunder that if (A) certain Selling Holders withdraw from an Underwritten Offering after is underwritten which is requested by the public announcement at launch (the “Launch”) holders of such Underwritten Offering (such Selling HoldersRegistrable Securities, the “Post-Launch Withdrawing Selling Holders”)price, underwriting discount and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result financial terms of the occurrence of any event that would reasonably related underwriting agreement for such securities shall be expected to permit determined by the Partnership to exercise its rights to suspend the use holders of a Registration Statement or majority of the Registrable Securities included in such underwritten offering, provided that such price, underwriting discount and other registration statement pursuant to Section 2.03financial terms shall be applicable pari passu among all Registrable Securities included in such registration, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringon a pro rata basis.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders elect and such Holder) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by such Holder that they want to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy percent (70%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of shares to be included in such Underwritten Offering. For the avoidance Registration on behalf of doubtthe non-excluded Holders is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause requested by such Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (i10) of this Section 2.04 days prior to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority effective date of the Registrable Securities being sold in Registration Statement, and such Underwritten Offering, which withdrawal request for Registration shall not be unreasonably withhelddeemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, delayed or conditionedas the case may be. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling If any Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under disapproves the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part ofunderwriting, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering underwriters delivered at least ten (10) days prior to the pricing effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such Underwritten Offeringunderwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the events will not be considered an Underwritten Offering and will not decrease Company or the underwriters may round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the Required inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by Initiating Holders elect representing a majority in voting power (on a fully-diluted, and with respect to includeany then outstanding Class B ordinary shares, as-converted basis) of the Registrable Securities held by the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Initiating Holders representing a majority in voting power (on a fully-diluted, and with respect to any then outstanding Class B ordinary shares, as-converted basis) of the Registrable Securities held by the Initiating Holders. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser managing underwriter advises the Company that marketing factors (including the aggregate number of (isecurities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) $15.0 million require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude such number of Registrable Securities from the underwriting as required after excluding any other Equity Securities (including, without limitation, any Equity Securities which the Company may seek to include in the aggregate (calculated based on the underwriting for its own account and all Equity Securities that are not Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required persons other than Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing underwriting. If a limitation of the number of Registrable Securities held by such Holder is required pursuant to this Section 2.4, the number of Registrable Securities that they want to may be included in the underwriting by selling Holders shall be allocated among such Underwritten Offering. For Holders, in proportion, as nearly as practicable, to the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, which the Partnership shall Holders would otherwise be entitled to select include in the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registration. Any Registrable Securities being sold in excluded or withdrawn from such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership underwriting shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistration.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon Upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), the Company shall retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders shall have the option and right to require the Partnership Company to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.042.03, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the PartnershipCompany, the Partnership Company shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the PartnershipCompany) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership Company in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Company shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of the Required Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall (not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the PartnershipCompany, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten OfferingOffering or if the registration statement relating to an Underwritten Offering is suspended pursuant to Section 2.02, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.042.03. No such withdrawal or abandonment shall affect the PartnershipCompany’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an 2.07. The Company shall not include in any Underwritten Offering after any securities which are not Registrable Securities without the public announcement at launch (prior written consent of the “Launch”) Required Holders. If the Managing Underwriter of a proposed Underwritten Offering advises the Company and the holders of Registrable Securities in writing that in its reasonable and good faith opinion the number of Common Shares proposed to be included in the Underwritten Offering, including all Registrable Securities and all other Common Shares proposed to be included in such Underwritten Offering, exceeds the number of Common Shares which can be sold in such Underwritten Offering and/or the number of Common Shares proposed to be included in such Underwritten Offering would adversely affect the price per share of the Common Shares proposed to be sold in such Underwritten Offering, the Company shall include in such Underwritten Offering (such Selling Holdersi) first, the “Post-Launch Withdrawing Selling Holders”)Common Shares the holders of Registrable Securities propose to sell, and (Bii) all Selling Holders withdraw from such Underwritten Offering prior second, the Common Shares proposed to pricing, be included therein by any other than in either clause Persons (A) or (B) as a result including Common Shares to be sold for the account of the occurrence Company and/or other holders of any event Common Shares) allocated among such Persons in such manner as they may agree. If the Managing Underwriter determines that would reasonably less than all of the Registrable Securities proposed to be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03sold can be included in such offering, then the Post-Launch Withdrawing Selling Holders Registrable Securities that are included in such offering shall pay for all reasonable Registration Expenses incurred be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by the Partnership during the period from the Launch of each such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringholder.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 11.2(a) or 11.2(b) hereof, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 11.2(a) or 11.2(b) hereof. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders elect and such Holder, taken together) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the holders of a majority of all Registrable Securities proposed to be included in such Registration and reasonably acceptable to the Company. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in a Registration pursuant to Section 11.2(a) or 11.2(b) hereof, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those sold for the account of the Company), or (ii) otherwise exclude up to 25% of the Registrable Securities requested to be Registered but only after first excluding all other equity securities (except for securities sold for the account of the Company) from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in such Underwritten Offering. For the avoidance of doubtRegistration is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection shares in accordance with any Underwritten Offering under this Agreementthe above provisions, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. In (a) If at any time during the event that the Required Holders elect to include, other than pursuant to Section 2.02 term of this AgreementAgreement during which there are Registrable Securities, at least the lesser Holders of (i) $15.0 million a majority in aggregate number of Registrable Securities (or the Xxxxxxxx Entity (or its affiliated designee) and not such Holders, if the Xxxxxxxx Entity and its Affiliates (including, for the avoidance of doubt, the members (or former members, in the aggregate (calculated based event of its dissolution or liquidation) of the Xxxxxxxx Entity) beneficially own at least 4.0 million Common Units comprising Registrable Securities, on the an as-converted to Common Units basis) so elect, then an offering of such Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them pursuant to any Demand Registration or any particular offering or take-down under a Shelf Registration Statement shall be in the form of an underwritten offering. If any Registration pursuant to a Shelf Registration Statement or any Demand Registration or take-down under a Shelf Registration Statement is in the form of an Underwritten Offeringunderwritten offering, such offering shall be in the Partnership shallform of a firm commitment undertaking, upon request by and Partners will select and obtain the Required Holders (such request, an “Underwritten Offering Notice” investment banker or investment bankers and such electing Required Holders, manager or managers that will administer the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. offering; provided, however, that the Required Holders shall have the option such investment bankers and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject managers must be reasonably satisfactory to the conditions Holders of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but majority in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the aggregate number of Registrable Securities held by such Holder that they want to be included in offered (or the Xxxxxxxx Entity (or its affiliated designee) and not such Underwritten Offering. For Holders, if the Xxxxxxxx Entity and its Affiliates (including, for the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after members (or former members, in the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million event of Registrable Securities required under clause (iits dissolution or liquidation) of this Section 2.04 the Xxxxxxxx Entity) beneficially own at least 4.0 million Common Units comprising Registrable Securities, on an as-converted to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securitiesCommon Units basis). No Selling Holder may participate in such Underwritten Offering any underwritten offering hereunder unless such Selling Holder (a) agrees to sell its Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such underwriting agreement arrangements (i.e., a majority in aggregate number of the Holders participating in any such Registration (or the Xxxxxxxx Entity (or its affiliated designee) and not such Holders, if the Xxxxxxxx Entity and its Affiliates (including, for the avoidance of doubt, the members (or former members, in the event of its dissolution or liquidation) of the Xxxxxxxx Entity) beneficially own at least 4.0 million Common Units comprising Registrable Securities, on an as-converted to Common Units basis) or take-down pursuant to a Shelf Registration Statement or any Demand Registration or the applicable Persons pursuant to a piggy-back Registration) and (b) completes and executes all questionnaires, powers of attorney, indemnities indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting agreementarrangements. Each Selling Holder mayIf the managing underwriter or underwriters of such offering advise Partners and the Holders in writing that in their opinion the aggregate number of Common Units requested to be included in such offering is sufficiently large to materially and adversely affect the success or offering price of such offering, at its option, require that Partners will include in such offering only the aggregate number of such Registrable Securities which in the opinion of such managing underwriter or underwriters can be sold without any or all of the representations and warranties bysuch material adverse effect, and such securities shall be allocated pro rata among the other agreements Holders on the part of, the Partnership to and for the benefit basis of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option Registrable Securities requested to request under this Section 2.04. No be included in such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling offering by their Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In Any Contributor shall have the event that option and right, exercisable by delivering written notice to the Required Holders elect Acquiror Parent of its intention to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of distribute Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% by means of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders Offering (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings Acquiror Parent, pursuant to the terms of and subject to the conditions other provisions of the Agreement and this Section 2.04Annex A, subject to effectuate a distribution of any or all of its Registrable Securities by means of an Underwritten Offering pursuant to a maximum of two new Demand Registration or pursuant to an effective Registration Statement covering such Registrable Securities (a “Requested Underwritten Offerings during any 12-month period. Upon delivery of such Offering”); provided that no Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the be considered a Requested Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of if the number of Registrable Securities held included by the Contributors in such Holder Underwritten Offering is reduced, pursuant to Section 1.4(c), and any shares of Acquiror Parent Stock other than Registrable Securities are included in such Underwritten Offering; provided, further that they want if the Requested Underwritten Offering is pursuant to a new Demand Registration, then the Registrable Securities of such initiating Contributor requested to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Requested Underwritten Offering by have an aggregate value of at least equal to the Partnership after Minimum Amount as of the Partnership has received the corresponding date of such Underwritten Offering Notice may participate in such Underwritten OfferingNotice, but shall not count toward and if the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Requested Underwritten Offering is pursuant to an effective Shelf Registration or Demand Registration, then the reasonably anticipated gross proceeds of such Requested Underwritten Offering shall be at least equal to fifty percent (50%) of the Minimum Amount as of the date of such Underwritten Offering Notice. In connection with any The Underwritten Offering under this Agreement, Notice must set forth the Partnership number of Registrable Securities that the initiating Contributor intends to include in such Requested Underwritten Offering. The managing underwriter or managing underwriters of a Requested Underwritten Offering shall be entitled to select selected by the Managing Underwriter initiating Contributor, or Underwritersif both Contributors are participating, but only with then the consent of Holders of Contributor holding a majority of the Registrable Securities being sold participating in such Underwritten Offering, from a list to be supplied by Acquiror Parent, which list shall include at least three nationally recognized investment banking firms. If the initiating Contributor wishes to select a lead underwriter that is not be unreasonably withheldon the list provided by Acquiror Parent, delayed such Contributor may propose an alternative lead underwriter; provided however that if Acquiror Parent objects in good faith to such alternative lead underwriter, Acquiror Parent may require the initiating Contributor to select a different alternative lead underwriter after good faith consultation with Acquiror Parent, and, for the avoidance of doubt, the initiating Contributor may not object to such different alternative lead underwriter. Notwithstanding the foregoing, the Acquiror Parent is not obligated to effect a Requested Underwritten Offering (i) more than two (2) times within any twelve (12)-month period or conditioned. In connection with (ii) within ninety (90) days after the closing of (A) a Requested Underwritten Offering or (B) an Underwritten Offering contemplated by this Agreement that the Contributors participated in pursuant to Section 1.4(b) and in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated number of Registrable Securities that the Contributors requested to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate include in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will were not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses reduced pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”1.4(c), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In the event of an underwritten offering, the Company and each Holder shall make such arrangements with the underwriters so that such Holder may participate in the Required Holders elect offering on the same terms as the Company and any other party selling securities in such offering. The Company shall not be required under this Section 2 to includeinclude any of a Holder’s securities in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of (imanaging underwriter(s) $15.0 million of Registrable Securities determine(s) in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under good faith that marketing factors require a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, (i) first, to the Company for securities that the Company proposes to register for its own account; (ii) second, to any stockholders of the Company who exercised a contractual right to demand that such registration statement be filed, on a paripassu basis based upon the Registrable Securities held by such Holder that they want stockholders; (iii) third, to be included each of the Holders requesting inclusion of their Registrable Securities in such Underwritten Offering. For the avoidance of doubtregistration statement, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of on a majority of pari passu basis based upon the Registrable Securities being sold in held by such Underwritten Offeringholders; and (v) fourth, which shall not to other securities of the Company to be unreasonably withheld, delayed or conditionedregistered on behalf of any other holder. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder Any Registrable Securities excluded and the Partnership withdrawn from such underwriting shall be obligated to enter into an underwriting agreement that contains such representationswithdrawn from the registration. For any Holder which is a partnership or corporation, covenantsthe partners, indemnities retired partners and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms shareholders of such underwriting agreement. Each Selling Holder mayHolder, at its option, require that or the estates and family members of any or all of the representations such partners and warranties by, retired partners and the other agreements on the part of, the Partnership to and any trusts for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder foregoing persons shall be required deemed to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling be a single “Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution ,” and any other representation required pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by Law. If any Selling Holder disapproves of the terms of an underwriting, all Persons included in such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under “Holder,” as defined in this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringsentence.

Underwritten Offerings. In At any time during the event that the Required Holders elect Shelf Period (subject to includeany Blackout Period), other than pursuant to Section 2.02 of this Agreementany one or more Backstop Parties who, at least the lesser of (i) $15.0 million of Registrable Securities together with their Affiliates, beneficially own in the aggregate at least five percent (calculated based 5%) of the Ordinary Shares issued and outstanding on the Effective Date (such Backstop Parties, the “Threshold Backstop Parties”) may request to sell all or any portion of the Registrable Securities Amountbeneficially owned by such Threshold Backstop Parties in an underwritten Public Offering (including a “bought deal” or “overnight transaction,” (each, a “Bought Deal”) and (ii) 100% of that is registered pursuant to the then outstanding Registrable Securities held by them under a Shelf Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such requesteach, an “Underwritten Offering”); provided, that (x) the first Underwritten Offering Notice” and such electing Required Holders, pursuant to the Shelf Registration Statement (the “Electing HoldersRe-IPO”)) may only be initiated by the Necessary Backstop Parties, retain underwriters in order and (y) the Company shall not be obligated to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not effect: (A) more than three four (4) Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during 1(a)(vi) in any consecutive 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable ; or (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the PartnershipB) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, Section 1(a)(vi) if the Partnership shall aggregate proceeds expected to be entitled to select received from the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority sale of the Registrable Securities being requested to be sold in such Underwritten Offering, which shall not be unreasonably withheldin the good faith judgment of the managing underwriter(s) therefor, delayed or conditioned. In connection with is less than (A) in the case of the Re-IPO, $200 million, and (B) in the case of any subsequent Underwritten Offering, $100 million, as of the date the Company receives an Underwritten Offering contemplated by Request, provided further, that the Shareholder Backstop Parties shall not initiate any Underwritten Offerings pursuant to this Agreement in which a Selling Holder participates, each Selling Holder and Section 1(a)(vi) until the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all expiration of the representations four year period referenced in the Section entitled “Conversion Mechanics and warranties byConversion Ratio” of the New Convertible Notes Class B Term Sheet attached to the Restructuring Support Agreement (the “Class B Restriction Period”) and thereafter may initiate one (1) in any consecutive 12-month period, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, howeverprovided further, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from (A) a Bought Deal shall not constitute an Underwritten Offering prior to for purposes of the pricing of such Underwritten Offering, limitation set forth in the events will not be considered an Underwritten Offering preceding clauses (x) and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”y), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement block trade or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders Alternative Transaction shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such not constitute an Underwritten Offering.

Underwritten Offerings. If, in connection with a request to Register the Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Cayman Company as a part of the request, and the Cayman Company shall include such information in the written notice to other Holders described in Section 2.1 and Section 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise agreed by a majority-in-interest of the Initiating Holders elect and such Holder, taken together) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Cayman Company and reasonably acceptable to the Holders of a majority voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Cayman Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities (including the Equity Securities held by such Holder that they want employees and directors of the Cayman Company) from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in such Underwritten Offering. For the avoidance of doubtRegistration is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause requested by the Holders to be included; provided that the Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Cayman Company and the underwriters delivered at least ten (i10) of this Section 2.04 days prior to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority effective date of the Registrable Securities being sold in Registration Statement, and such Underwritten Offering, which withdrawal request for Registration shall not be unreasonably withhelddeemed to constitute one of the Registration rights granted pursuant to Section 2.1 or Section 2.2, delayed or conditionedas the case may be. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling If any Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under disapproves the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Cayman Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering underwriters delivered at least ten (10) days prior to the pricing effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such Underwritten Offeringunderwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the events will not be considered an Underwritten Offering and will not decrease Cayman Company or the underwriters may round the number of available Underwritten Offerings shares allocated to the Required Holders have Investor to the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or 2.2 of this Exhibit, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2 of this Exhibit. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders elect and such Holder, taken together) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in a Registration pursuant to Section 2.1 or 2.2 of this Exhibit, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those sold for the account of the Company), or (ii) otherwise exclude the Registrable Securities requested to be Registered but only after first excluding all other equity securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in such Underwritten Offering. For the avoidance of doubtRegistration is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection shares in accordance with any Underwritten Offering under this Agreementthe above provisions, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. In If the event that Initiating Holders intend to distribute the Required Holders elect to includeRegistrable Securities in excess of $5 million covered by their request by means of an underwriting, other than they shall so advise the Company as a part of their request made pursuant to Section 2.02 2.1(a) hereof and the Company shall include such information in the written notice referred to in such Section 2.1(a). In such event, the right of this Agreement, at least any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the lesser inclusion of (i) $15.0 million of such Holder’s Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject underwriting to the conditions of this Section 2.04, subject extent provided herein. All Holders proposing to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of distribute their securities through such Underwritten Offering Notice to the Partnership, the Partnership underwriting shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are in customary in underwriting agreements form with the underwriter or underwriters selected for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company) and completes complete and executes execute all questionnaires, powers of attorney, indemnities attorney and other documents reasonably required under the terms of such underwriting agreement. Each Selling agreement and these registration rights; provided, however that (x) each such Holder may, at its option, require that any or all of the shall only be obligated to (i) make representations and warranties bygenerally as to his, her or its respective (A) execution, delivery and the other agreements on the part of, the Partnership to and for the benefit performance of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sellthe agreements contemplated thereby, and its (B) individual ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms Registrable Securities being sold pursuant to such underwriting agreement and (C) information provided by such Registration Rights Holder in writing specifically for inclusion in the prospectus and (ii) agree to provide indemnification for any liability arising out of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing representations or warranties of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”)Rights Holder, and (By) all Selling Holders withdraw from in no event shall a Holder’s liability for such Underwritten Offering prior to pricing, other indemnification be greater in amount than in either clause (A) or (B) as a result the dollar amount of the occurrence gross proceeds after underwriting discounts and commissions, but before expenses, received by such Holder for the sale of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement such Registrable Securities pursuant to such underwriting agreement. Notwithstanding any other provision of this Section 2.032.1, if the managing underwriter advises the Company in writing that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Securities) because the amount of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then the Post-Launch Withdrawing Selling Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the amount of Registrable Securities that may be included in the underwriting shall pay for all reasonable Registration Expenses incurred be allocated among participating Holders as nearly as possible on a pro rata basis based on the total amount of Registrable Securities held by the Partnership during the period such Holders requested to be included in such underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringregistration.

Underwritten Offerings. In connection with any Underwritten Offering under this Section 2(c), the event that notice to the Required Holders elect Investors shall state whether such offering is an Underwritten Offering and the Company shall not be required to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of include any Registrable Securities in such Underwritten Offering unless the aggregate (calculated based on the Investors requesting inclusion of such Registrable Securities Amount) and (ii) 100% accept the terms of the then outstanding underwriting as reasonably agreed upon between the Company and the managing Underwriter or Underwriters, selected by the Company. Each Investor that has requested that Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to it be included in such Underwritten Offering. For Registration Statement shall (together with the avoidance of doubt, any Holders notified about an Underwritten Offering by Company and the Partnership after other Investors distributing the Partnership has received securities through such underwriting) enter into such underwriting agreement as reasonably agreed upon between the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward Company and the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Noticemanaging Underwriter or Underwriters. In connection with any Underwritten Offering under this AgreementSection 2(c), if in the Partnership shall be entitled to select reasonable and good faith opinion of the Managing managing Underwriter or Underwriters, but only with the consent registration of Holders of a majority of the Registrable Securities being sold in such Underwritten Offeringall, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Registrable Securities requested to and for the benefit of be included in such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution registration and any other representation required securities to be included in such registration adversely affect the marketing of the securities offered by Lawthe Company or the holders of securities initiating such registration (the “Demanding Holders”), then: (i) in the case of an Underwritten Offering by the Company, (A) the Company shall not be cutback and (B) the Registrable Securities requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise limitations contained in the Warrants) in accordance with the number of securities that each such Person has requested be included in the registration, regardless of the number of securities held by each such Person, and (ii) in the case of an Underwritten Offering by a Demanding Holder, (A) the Demanding Holder (and other parties that are subject to the same registration rights agreement with such Demanding Holder) shall not be cutback and (B) the Registrable Securities requested for inclusion and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise limitations contained in the Warrants) in accordance with the number of securities that each such Person has requested be included in the registration, regardless of the number of securities held by each such Person. If any Selling Holder Investor disapproves of the terms of an any such underwriting, such Selling Holder it may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders elect and such Holder) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or 2.2, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such offering are those of the Company), or (ii) otherwise exclude up to seventy percent (70%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities held by such Holder that they want any director, officer, employee or consultant of the Company or any other holder of Common Shares of the Company from the Registration and underwritten offering and so long as the number of shares to be included in such Underwritten Offering. For the avoidance Registration on behalf of doubtthe non-excluded Holders is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included, provided, that if, as a result of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreementsuch underwriter cutback, the Partnership shall be entitled to select Holders cannot include in the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority IPO all of the Registrable Securities being sold in that they have requested to be included therein, then such Underwritten Offering, which Registration shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated deemed to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all constitute one of the representations and warranties by, and two (2) demand Registrations to which the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses are entitled pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw 2.1. Any Registrable Securities excluded or withdrawn from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably underwritten offering shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistration.

Underwritten Offerings. In If requested by the event that the Required underwriters for any offering by Holders elect to include, other than of Call Securities pursuant to a registration requested under Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering2.1, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to Company will enter into an underwriting agreement that contains with such representationsunderwriters for such offering, covenantssuch agreement to be satisfactory in substance and form to the Company, to Holders of more than 50% of the Call Securities included in such registration and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis extent provided in Section 2.6. The Holders of the Call Securities will cooperate with the Company in the negotiation of the underwriting agreement and will give consideration to the reasonable requests of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing obligations of the Company or rights of such Holders. The Holders of Call Securities to be distributed by such underwriters shall be parties to such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Selling Holder’s benefit Holders of Call Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligationsthe obligations of such Holders of Call Securities. No Selling Other than as required under Section 2.3 hereof, any such Holder of Call Securities shall not be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements typical in an offering of this type, including those regarding such Selling Holder, its authority to enter into such underwriting agreement and to sellHolder's Call Securities, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its such Holder's intended method of distribution distribution, any other information supplied by such Holder to the Company for use in the Registration Statement and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringlaw.

Underwritten Offerings. If, in connection with a request to register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the Required inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders elect and such Holder) to include, 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 of internationally recognized standing selected for such underwriting by the Company. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in a Registration pursuant to Section 2.1 or 2.2, the underwriters may (i) in the event the offering is the Company’s Qualified IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those of the Company), or (ii) otherwise exclude up to seventy-five percent (75%) of the Registrable Securities requested to be registered but only after first excluding all other Equity Securities from the Registration and underwriting and so long as the number of shares to be included in the Registration on behalf of Holders is allocated between the Series A Investors and the Series B Investors pari passu based on the investment amounts of the Series A Investors and Series B Investors, provided that if, as a result of such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreementunderwriter cutback, the Partnership shall be entitled to select Holders cannot include in the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority initial public offering all of the Registrable Securities being sold in that they have requested to be included therein, then such Underwritten Offering, which Registration shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated deemed to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all constitute one (1) of the representations and warranties by, and three (3) demand Registrations to which the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses are entitled pursuant to Section 2.08; provided2.1. Ordinary Shares other than Registrable Securities shall be excluded from the Registration and underwriting, howeverand shall be included only after all the Registrable Securities owned by the Holders are included in the Registration, that if unless the inclusion of such Ordinary Shares is approved by the Holders holding seventy-five (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”75%) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw then outstanding Registrable Securities. Any Registrable Securities excluded or withdrawn from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably underwriting shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistration.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the Required inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders elect and such Holder) to include, 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 of internationally recognized standing selected for such underwriting by the Company. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in a Registration pursuant to Section 2.1 or 2.2, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those of the Company), or (ii) otherwise exclude up to twenty percent (20%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwriting and so long as the number of shares to be included in such Underwritten Offering. For the avoidance Registration on behalf of doubtHolders is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included, provided that if, as a result of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreementsuch underwriter cutback, the Partnership shall be entitled to select Holders cannot include in the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority initial public offering all of the Registrable Securities being sold in such Underwritten Offering, which shall not that they have requested to be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03included therein, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.Registration

Underwritten Offerings. If the registration of which Katy gives notice is for an Underwritten Offering, then Katy shall so advise the Holder Representative as a part of such written notice. In such event, the event that right of the Required Holders elect to include, other than registration pursuant to this Section 2.02 shall be conditioned upon the Holders' agreeing to participate in such Underwritten Offering upon the terms and conditions as shall be negotiated by Katy, and the inclusion of this Agreement, at least the lesser of (i) $15.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject extent provided herein. The Holders proposing to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of distribute securities through such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnershiptogether with Katy) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are in customary in underwriting agreements form with the underwriter or underwriters selected for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless by Katy. Notwithstanding any other provisions of this Section, if the underwriter determines in writing, in its sole and absolute discretion, that marketing factors, including the price at which such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its optionsecurities will be sold, require that any or all a limitation of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available shares to be underwritten, then the underwriter may exclude some or all Registrable Securities from such registration and Underwritten Offerings Offering in accordance with the Required Holders have the right and option to request under provisions of this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08Section; provided, however, that if any securities are being offered for the account of any holder of Katy's securities other than the Holders, (Ai) certain Selling with respect to the first registration of Registrable Securities pursuant to this Section 2.2, securities held by all Persons other than Holders withdraw shall be excluded from an the Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”)before any Registrable Securities are excluded, and (Bii) all Selling with respect to any registration of Registrable Securities pursuant to this Section 2.3 after the first such registration, the reduction in the number of Registrable Securities included in such registration shall not represent a greater percentage of the amount of Registrable Securities originally requested to be registered and sold in such registration than the lowest percentage reduction imposed upon any holder of Katy's securities other than the Holders. Katy shall so advise the Holder Representative, and the number of Registrable Securities that may be included in the registration and Underwritten Offering on behalf of the Holders shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders requested to be included in the registration. If the Holders disapprove of the terms of any such Underwritten Offering, then the Holders may elect to withdraw therefrom by causing the Holder Representative to give written notice thereof to Katy and the underwriter. Any securities so excluded or withdrawn from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw withdrawn from such Underwritten Offeringregistration.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders elect and such Holder) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of two-thirds (2/3) of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering, including, without limitation, all shares that are not Registrable Securities and are held by such Holder any other Person, including, without limitation, any Person who is an employee, officer or director of the Company or any subsidiary of the Company, provided, that they want the number of shares to be included in such Underwritten Offering. For the avoidance Registration on behalf of doubtthe non-excluded Holders is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) of this Section 2.04 requested by such Holders to request an Underwritten Offering pursuant to an Underwritten Offering Noticebe included. In connection with If any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under disapproves the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part ofunderwriting, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering underwriters delivered at least ten (10) days prior to the pricing effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such Underwritten Offeringunderwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the events will not be considered an Underwritten Offering and will not decrease Company or the underwriters may round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Paragraph 2(a) or Paragraph 2(b) of this Schedule 2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Paragraph 2(a) or Paragraph 2(b) of this Schedule 2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders elect and such Holder, taken together) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in a Registration pursuant to Paragraph 2(a) or Paragraph 2(b) of this Schedule 2, the underwriters may (i) in the event the offering is the first IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Interests from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in such Underwritten Offering. For the avoidance of doubtRegistration is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection shares in accordance with any Underwritten Offering under this Agreementthe above provisions, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. In Subject to the event that provisions of this Section 5, at any time and from time to time during the Required Holders elect to include, other than pursuant to Section 2.02 term of this Agreement, at least Xxxxxxxx HoldCo (on behalf of any Demanding Holder) shall have the lesser of (i) $15.0 million of Registrable Securities in right to make written requests to the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under Company for an Underwritten Offering pursuant to a Registration Statement filed with the Commission pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders this Section 5 (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing HoldersDemand”). Prior to making any Underwritten Demand, retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders Xxxxxxxx HoldCo shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver give prior written notice of such Underwritten Offering Notice Demand to all of the other Holders, who and such Underwritten Demand shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing contain all of the number Registrable Securities requested by all of the other Holders for inclusion in such Registration Statement. All Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this Section 5(b) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company as described below. Any Underwritten Demand shall specify the aggregate amount of Registrable Securities held by such Holder that they want intended to be included in such Underwritten OfferingOffering and the intended method of distribution thereof and whether such offering shall be a “firm commitment” underwriting. For Subject to Section 5(g), the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate Company shall include in such Underwritten Offering, but shall not count toward Offering all of the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 requested by any Holders for inclusion in such Underwritten Demand. The Company shall have the right to request an Underwritten Offering pursuant select the managing underwriter or underwriters to an Underwritten Offering Notice. In connection with administer any Underwritten Offering under this Agreementrelated to Underwritten Demands, which managing underwriters shall be selected from those listed on Exhibit E, or, to the extent not listed on Exhibit E, which underwriter(s) shall be agreed upon by the Company and Xxxxxxxx HoldCo; provided, that in the event of a “bought deal” or similarly structured transaction where underwriting terms and pricing are solicited from multiple managing underwriters, the Partnership Company shall designate three (3) or more participating underwriters for such transaction from those listed on Exhibit E or which are otherwise agreed to by the Company and Xxxxxxxx HoldCo, and in such case, Xxxxxxxx HoldCo shall be entitled to select the Managing Underwriter or Underwriters, but only with managing underwriter from among the consent of Holders of a majority of participating underwriters designated by the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditionedCompany. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and no event will the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall Company be required to make effect (i) more than eight (8) Block Trades, Other Coordinated Offerings or Underwritten Offerings relating to Underwritten Demands in the aggregate, or (ii) more than one (1) Block Trade, Other Coordinated Offering or Underwritten Offering relating to an Underwritten Demand in the aggregate during any representations or warranties to or agreements with one hundred and eighty (180)-day period. The one hundred and eighty (180)-day periods reference in the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale preceding sentence will be registered, counted beginning on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingClosing Date.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or 2.2 hereof, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2 hereof. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders elect and such Holder, taken together) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in a Registration pursuant to Section 2.1 or 2.2 hereof, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those sold for the account of the Company), or (ii) otherwise exclude up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other equity securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in such Underwritten Offering. For the avoidance of doubtRegistration is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection shares in accordance with any Underwritten Offering under this Agreementthe above provisions, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Sections 2.1 and 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the Required inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders elect and such Holder) to include, 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 of internationally recognized standing selected for such underwriting by the Company. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in Shareholders Agreement a Registration pursuant to Section 2.1 or 2.2, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwriting all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those of the Company), or (ii) otherwise exclude up to twenty percent (20%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwriting and so long as the number of shares to be included in such Underwritten Offering. For the avoidance Registration on behalf of doubtHolders is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) requested by such Holders to be included, provided that if, as a result of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreementsuch underwriter cutback, the Partnership shall be entitled to select Holders cannot include in the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority initial public offering all of the Registrable Securities being sold in that they have requested to be included therein, then such Underwritten Offering, which Registration shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated deemed to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all constitute one (1) of the representations and warranties by, and two (2) demand Registrations to which the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses are entitled pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw 2.1. Any Registrable Securities excluded or withdrawn from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably underwriting shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistration.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2 or Section 2.1, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2 and Section 2.1. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority-in-interest of the Initiating Holders elect and such Holder, taken together) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by to be underwritten in a Registration pursuant to Section 2 or Section 2.1, the underwriters may (i) in the event the offering is the Company’s IPO, exclude from the underwritten offering all of the Registrable Securities (so long as the only securities included in such Holder that they want offering are those sold for the account of the Company), or (ii) otherwise exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of Registrable Securities to be included in such Underwritten Offering. For the avoidance Registration is allocated (a) first, among Holders of doubtOrdinary Shares issued or issuable upon conversion of Series A-2 Preferred Shares, any Holders notified about an Underwritten Offering by Series B Preferred Shares and Series C Preferred Shares in proportion, as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause requested by such Holders to be included, and (ib) second, if there are any available Registrable Securities remaining to be allocated, among Holders of this Section 2.04 other Registrable Securities in proportion, as nearly as practicable, to request an Underwritten Offering pursuant the respective amounts of Registrable Securities requested by such Holders to an Underwritten Offering Noticebe included. In connection Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with any Underwritten Offering under this Agreementthe above provisions, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders elect and such Holder) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the 15 Shareholders Agreement Company and reasonably acceptable to the holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including without limitation the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy-five percent (75%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities held by such Holder any other Person, including, without limitation, any Person who is an employee, officer or director of the Company, from the Registration and underwritten offering, provided, that they want the number of shares to be included in such Underwritten Offering. For the avoidance Registration on behalf of doubtthe non-excluded Holders is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) of this Section 2.04 requested by such Holders to request an Underwritten Offering pursuant to an Underwritten Offering Noticebe included. In connection with If any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under disapproves the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part ofunderwriting, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering underwriters delivered at least ten (10) days prior to the pricing effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such Underwritten Offeringunderwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the events will not be considered an Underwritten Offering and will not decrease Company or the underwriters may round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if nearest one hundred (A100) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringshares.

Underwritten Offerings. In connection with any Underwritten Offering under this Section 2.3 (but not including Underwritten Offerings under Section 2.1), the event that notice to the Required Holders elect shall state whether such offering is an Underwritten Offering and the Company shall not be required to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 million of include any Registrable Securities in such Underwriting Offering unless the aggregate (calculated based on the Holders requesting inclusion of such Registrable Securities Amount) and (ii) 100% accept the terms of the then outstanding underwriting as reasonably agreed upon between the Company and the managing Underwriter or Underwriters, selected by the Company. Each Holder that has requested that Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to it be included in such Underwritten Offering. For Registration Statement shall (together with the avoidance of doubt, any Company and the other Holders notified about an Underwritten Offering by distributing the Partnership after securities through such underwriting) enter into such underwriting agreement as reasonably agreed upon between the Partnership has received Company and the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Noticemanaging Underwriter or Underwriters. In connection with any Underwritten Offering under this AgreementSection 2.3 (but not including Underwritten Offerings under Section 2.1), if in the Partnership shall be entitled to select reasonable and good faith opinion of the Managing managing Underwriter or Underwriters, but only with the consent registration of Holders of a majority of the Registrable Securities being sold in such Underwritten Offeringall, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Registrable Securities requested to and for the benefit of be included in such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution registration and any other representation required securities to be included in such registration jeopardize the success of the offering by Lawthe Company or the holders of securities initiating such registration (the “Demanding Holders”), then: (i) in the case of an Underwritten Offering by the Company, (A) the Company shall not be cutback and (B) the Registrable Securities and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party) in accordance with the number of securities that each such Person has requested be included in the registration, regardless of the number of securities held by each such Person; and (ii) in the case of an Underwritten Offering by a Demanding Holder, (A) the Demanding Holder (and other parties that are subject to the same registration rights agreement with such Demanding Holder) shall not be cutback and (B) the Registrable Securities and any other securities requested for inclusion pursuant to similar piggyback rights shall be reduced first pro rata (on an as-converted, fully-diluted basis and without giving effect to any exercise or conversion limitations contained in any such convertible or exercisable securities held by any such party) in accordance with the number of securities that each such Person has requested be included in the registration, regardless of the number of securities held by each such Person. If any Selling Holder disapproves of the terms of an any such underwriting, such Selling Holder it may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. In the event that the Required Holders elect to include, other than pursuant to Section 2.02 of this Agreement, at least the lesser of (i) $15.0 25.0 million of Registrable Securities in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership Corporation shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. ; provided, however, that the Required Holders shall have the option and right to require the Partnership Corporation to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.040, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the PartnershipCorporation, the Partnership Corporation shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the PartnershipCorporation) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership Corporation in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership Corporation after the Partnership Corporation has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 25.0 million of Registrable Securities (calculated based on the Registrable Securities Amount) required under clause (i) of this Section 2.04 0 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership Corporation shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall Offering (not to be unreasonably withheldconditioned, delayed withheld or conditioneddelayed). In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership Corporation shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership Corporation to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership Corporation or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the PartnershipCorporation, the Electing Holders and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten OfferingOffering or if the registration statement relating to an Underwritten Offering is suspended pursuant to Section 2.03, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the PartnershipCorporation’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offering.

Underwritten Offerings. a. In the event that of a CST Public Sale involving an offering of CST Common Stock or other equity securities of CST in an Underwritten Offering (whether or not the Required Holders elect to includeparticipate therein), other than pursuant to Section 2.02 of this Agreementthe Holders hereby agree, at least the lesser of (i) $15.0 million of Registrable Securities and, in the aggregate (calculated based on the Registrable Securities Amount) and (ii) 100% event of the then outstanding Registrable Securities held by them under a Registration Statement pursuant to CST Public Sale of CST Common Stock or other equity securities of CST in an Underwritten Offering, the Partnership shallCST shall agree, upon request and it shall cause its executive officers and directors to agree, if requested by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain managing underwriter or underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing of the number of Registrable Securities held by such Holder that they want to be included in such Underwritten Offering. For the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such or by the Selling Holder agrees or the dealer manager not to sell its Registrable Securities on the basis provided effect any Sale or distribution (including any offer to Sell, contract to Sell, short Sale or any option to purchase) of any securities (except, in such underwriting agreement and completes and executes all questionnaireseach case, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all as part of the representations applicable Registration, if permitted hereunder) that are of the same type as those being Registered in connection with such public offering and warranties bySale, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning five days before, and ending 60 days (or (i) such longer period as may be reasonably requested by the managing underwriter or underwriters and agreed to by CST and the Selling Holder(s), if any, or (ii) such lesser period as may be permitted by CST, the Selling Holder(s), if any, and such managing underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such Registration (or, if later, the date of the Prospectus), to the extent timely notified in writing by such selling Person or the managing underwriter or underwriters or dealer manager or dealer managers. The Selling Holders and CST, as applicable, also agree to execute an agreement evidencing the restrictions in this Section 2.4(a) in customary form, which form is reasonably satisfactory to CST or the Selling Holder(s), as applicable, and the other agreements on the part ofunderwriter(s) or dealer manager(s), the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership, the Electing Holders and the Managing Underwriteras applicable; provided, however, that any such withdrawal must restrictions may be made no later than included in the time of pricing of such Underwritten Offeringunderwriting agreement, if applicable. If all Selling Holders withdraw from an Underwritten Offering prior CST may impose stop-transfer instructions with respect to the pricing of such Underwritten Offering, securities subject to the events will not be considered an Underwritten Offering and will not decrease foregoing restriction until the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result end of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Postrequired stand-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringoff period.

Underwritten Offerings. In If, in connection with a request to Register Registrable Securities under any of the event that provisions of Section 5.1(a) or Section 5.1(b), the Required Initiating Holders elect seek to includedistribute such Registrable Securities in an underwriting, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other than pursuant Holders described in to Section 2.02 5.1(a) or Section 5.1(b). In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to Initiating Holders representing a majority in voting power of the Registrable Securities held by the Initiating Holders). Notwithstanding any other provision of this Agreement, at least if the lesser managing underwriter advises the Company that marketing factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Equity Securities to be underwritten, the underwriters may exclude such number of Registrable Securities from the underwriting as required (i) $15.0 million of Registrable after excluding any other Equity Securities from the underwriting (including, without limitation, any Equity Securities which the Company may seek to include in the aggregate (calculated based on the Registrable Securities Amountunderwriting for its own account) and (ii) 100% so long as at least thirty percent (30%) in voting power of the then outstanding any Registrable Securities held by them under a Registration Statement pursuant to an Underwritten Offering, the Partnership shall, upon request requested by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect be included in such sale through an Underwritten Offeringunderwriting and Registration shall be included. provided, however, that the Required Holders shall have the option and right to require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to If a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by such Holder is required pursuant to this Section 5.1(d), the number of Registrable Securities that they want to may be included in the underwriting by selling Holders shall be allocated among such Underwritten Offering. For Holders, in proportion, as nearly as practicable, to the avoidance of doubt, any Holders notified about an Underwritten Offering by the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) of this Section 2.04 to request an Underwritten Offering pursuant to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, which the Partnership shall Holders would otherwise be entitled to select include in the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority of the Registrable Securities being sold in such Underwritten Offering, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by LawRegistration. If any Selling Holder disapproves of the terms of an any underwriting, such Selling the Holder may elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering underwriters delivered at least ten (10) Business Days prior to the pricing effective date of such Underwritten Offering, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Required Holders have the right and option to request under this Section 2.04Registration Statement. No such withdrawal Any Registrable Securities excluded or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw withdrawn from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably underwriting shall be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period withdrawn from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten OfferingRegistration.

Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 7.1 or Section 7.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 7.1 and Section 7.2. In such event, the event that right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the Required inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders elect and such Holder) to include, the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other than pursuant to Section 2.02 provision of this Agreement, at least if the lesser of managing underwriter advises the Company that marketing factors (i) $15.0 million of Registrable Securities in including the aggregate (calculated based on number of securities requested to be Registered, the Registrable Securities Amount) and (ii) 100% general condition of the then outstanding Registrable Securities held by them under a Registration Statement market, and the status of the Persons proposing to sell securities pursuant to an Underwritten Offering, the Partnership shall, upon request by the Required Holders (such request, an “Underwritten Offering Notice” and such electing Required Holders, the “Electing Holders”), retain underwriters in order to permit the Electing Holders to effect such sale through an Underwritten Offering. provided, however, that the Required Holders shall have the option and right to Registration) require the Partnership to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.04, subject to a maximum of two Underwritten Offerings during any 12-month period. Upon delivery of such Underwritten Offering Notice to the Partnership, the Partnership shall as soon as practicable (but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Partnership) deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that such notice is given to them to notify the Partnership in writing limitation of the number of Registrable Securities held by such Holder that they want to be underwritten in a Registration pursuant to Section 7.1 or Section 7.2, the underwriters may exclude up to 70 per cent. of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of shares to be included in such Underwritten Offering. For the avoidance Registration on behalf of doubtthe non-excluded Holders is allocated among all Holders in proportion, any Holders notified about an Underwritten Offering by as nearly as practicable, to the Partnership after the Partnership has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering, but shall not count toward the $15.0 million respective amounts of Registrable Securities required under clause (i) of this Section 2.04 requested by such Holders to be included; provided that any Initiating Holder shall have the right to withdraw its request an Underwritten Offering pursuant for Registration from the underwriting by written notice to an Underwritten Offering Notice. In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled Company and the underwriters delivered at least 10 days prior to select the Managing Underwriter or Underwriters, but only with the consent of Holders of a majority effective date of the Registrable Securities being sold in Registration Statement, and such Underwritten Offering, which withdrawn request for Registration shall not be unreasonably withhelddeemed to constitute one of the Registration rights granted pursuant to Section 7.1 or Section 7.2, delayed or conditionedas the case may be. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling If any Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under disapproves the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part ofunderwriting, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may also elect to withdraw therefrom by written notice to the Partnership, the Electing Holders Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If all Selling Holders withdraw from an Underwritten Offering underwriters delivered at least 10 days prior to the pricing effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such Underwritten Offeringunderwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the events will not be considered an Underwritten Offering and will not decrease Company or the underwriters may round the number of available Underwritten Offerings shares allocated to a Holder to the Required Holders have the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence of any event that would reasonably be expected to permit the Partnership to exercise its rights to suspend the use of a Registration Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall pay for all reasonable Registration Expenses incurred by the Partnership during the period from the Launch of such Underwritten Offering until the time all Selling Holders withdraw from such Underwritten Offeringnearest 100 shares.