Common use of Underwriting; Inclusion and Cutbacks Clause in Contracts

Underwriting; Inclusion and Cutbacks. If the Company intends to distribute its shares or other securities by means of an underwriting, the Company shall include such information in the written notice to the Security Holders pursuant to Section 2.2(a). In such event the right of any Security Holder to include its Registrable Securities in such Registration shall be conditioned upon such Security Holder’s participation in such underwriting and the inclusion of such Security Holder’s Registrable Securities in the underwriting. All Security Holders proposing to distribute their Registrable 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 the Security Holders). Notwithstanding any other provision of this Section 2.2(b), if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Security Holders and the number of securities that may be included in the underwriting shall first be allocated to the Company and then any remaining securities shall be allocated to the Security Holders on a pro rata basis based on the number of Registrable Securities that all such Security Holders have requested to include in such Registration. Notwithstanding the foregoing, in no event shall (i) the amount of Registrable Securities included in the Registration be reduced below 25% of the total amount of securities included in such Registration, unless such offering is an Initial Public Offering, in which case any or all Registrable Securities may be excluded if the underwriters make the determination described above and no other Security Holder’s securities are included or (ii) any securities held by any security holder other than a Security Holder be included in such offering if any Registrable Securities are excluded from such Registration.

Underwriting; Inclusion and Cutbacks. If the Company intends Initiating Security Holders intend to distribute its shares or other securities the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2(a) and the Company shall include such information in the written notice to the Security Holders pursuant to Section 2.2(a2(a). In such event the right of any Security Holder to include its Registrable Securities in such Registration shall be conditioned upon such Security Holder’s participation in such underwriting and the inclusion of such Security Holder’s Registrable Securities in the underwriting. All Security Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Company Initiating Security Holders (which underwriter or underwriters shall be reasonably acceptable to the Security HoldersCompany). Notwithstanding any other provision of this Section 2.2(b2(b), if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Security Holders who have requested to include Registrable Securities in such Registration and the number of securities Registrable Securities that may be included in the underwriting shall first be allocated to the Company and then any remaining securities shall be allocated to the Security Holders on a pro rata basis based on the number of Registrable Securities that all such Security Holders (including the Initiating Security Holders) have requested to include in such Registration. Notwithstanding The Company shall be entitled, at its discretion, to include shares in any Registration made pursuant to this Section 2.1, for its own account or for the foregoingaccount of others; provided, however, that in no event shall (i) the amount of any Registrable Securities included in be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the Registration Registration. No Initiating Security Holder shall be reduced below 25deemed to have made a request for registration under Section 2.1 for purposes of determining the number of remaining requests that can be made for registration under Section 2.1 unless at least 80% of the total amount of securities Registrable Securities requested to be included by such Initiating Security Holder in such Registration, unless such offering is an Initial Public Offering, in which case any or all Registrable Securities may be excluded if the underwriters make the determination described above and no other Security Holder’s securities underwritten registration are included or (ii) any securities held by any security holder other than a Security Holder be included actually sold in such offering if any Registrable Securities are excluded from such Registrationunderwritten registration.