Common use of Underwriting Requirements Clause in Contracts

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any underwritten public offering of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s share capital, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 1.3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and offering unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the underwriters selected by it (or by other holders of securities of persons entitled to select the Company whose securities are underwriters) (which underwriter or underwriters shall be reasonably acceptable to be included in such registration the participating Holders) and underwriting) enter into an underwriting agreement in customary form with the managing an underwriter or underwriters selected for such underwritingby the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) underwriter determines in good faith that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwritingto be underwritten, and the number of shares that may be included in the registration and the underwriting shall be allocated allocated, (i) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Preferred Registrable Securities in such registration statement pro-rata, based on a pro rata basis based upon the total number of Preferred Registrable Securities then held by each the Holders of Preferred Registrable Securities requesting to be included in such Holderregistration; provided, however, that no exclusion the number of such Holders’ Preferred Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, underwriting and registration shall not be below thirty percent (30%) of the total amount of shares included in such registration; and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice Founder with respect to the Company and number of Founder Registrable Securities that the underwriter at least thirty (30) days prior Founder is requesting to the effective date of the registration statementbe included in such registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For purposes of the second preceding sentence, concerning apportionment, for any Holder selling shareholder that is a venture capital fundHolder of Registrable Securities and that is a partnership, partnership limited liability company or corporation, the affiliated venture capital fundspartners, members, retired partners, retired partners members and stockholders shareholders of such Holder, or the estates and family members of any such partners, stockholders members and retired partners partners, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” " and any pro rata reduction with respect to such “"selling Holder” " shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares being issued by the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such eventnot be required under Section 1.2, the right of any Holder 1.3 or 1.4 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the underwriters selected by it (or by other holders persons entitled to select the underwriters), and then, but only in the case of a registration undertaken pursuant to Section 1.4 and not Section 1.2 and 1.3, only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company, but in no event will the amount of Registrable Securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of securities of the Company whose securities are to be included in such offering,. Except in the case of a registration undertaken pursuant to Section 1.2 (in which case PPD’s rights to have the PPD Original Investment Shares included are absolute, unconditional and underwritingnot subject to cutback without the prior written consent of PPD) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) underwriter determines in good faith that marketing factors require a limitation on in 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, ; (ii) second, second to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon on the total number of Registrable Securities then held by each such the Holders; and (iii) third to any other stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that in no exclusion of event shall any Holder be restricted from including such Holders’ Holder’s Registrable Securities shall be made in an offering pursuant to this Section 1.8 unless and until all other Shareholders’ holders of securities are first excluded; and providedof the Company have been entirely restricted. For purposes of apportionment, further, that in any underwriting that selling stockholder which is not in connection with the Company’s initial public offering, the amount a Holder of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holderselling stockholder,” and any pro rata reduction with respect to such “Holderselling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holderselling stockholder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any Underwritten Offering, the Company gives a notice pursuant shall not be required under Section 1.4 to Section 2.2 include any of the Holders’ securities in such underwriting, unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (Company Registration) or by other persons entitled to select the underwriters), 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. If the total amount of securities, including Registrable Securities, requested by Stockholders to be included in such offering exceeds an amount that the underwriters determine in their sole discretion is for an underwritten compatible with the success of the offering, then the Company shall so advise be required to include in the Holders of Registrable Securities as part offering only that number of such written noticesecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In such event: (x) in cases initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the right of any Holder securities which the Company proposes to include its register, and (ii) second, Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are which have been requested to be included in such registration by persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Holders and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(spersons); and (y) in good faith that marketing factors require a limitation on the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from cases not initially involving the registration and for sale of securities for the underwritingCompany’s own account, and the number of shares that may securities shall be included registered in such offering in the registration and the underwriting shall be allocated following order of priority: (i) first, the securities of any person whose exercise of a “demand” registration right pursuant to a contractual commitment of the CompanyCompany is the basis for the registration, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ and securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities which have been requested to be included in such offeringregistration by persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Holders and such other persons), and (iii) third, the securities which the Company proposes to register (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other Shareholdersproportions as shall mutually be agreed to by such selling stockholders). If No Holder may participate in any Underwritten Offering hereunder unless such Holder disapproves (a) agrees to sell such Holder’s securities on the basis provided in any underwriting arrangements approved by the person or persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting arrangements and other documents required under the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentencearrangements.

Underwriting Requirements. If a registration statement for which (i) In connection with any offering involving an underwriting of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s Equity Securities, then the Company shall so advise not be required to Register the Holders of Registrable Securities as part of such written notice. In such event, the right of any a Holder to include its Registrable Securities in a registration pursuant to under Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of 3 hereof unless such Holder’s Registrable Securities are included in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through underwritten offering and such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter Holder enters into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected by the Company and setting forth such terms for such underwritingthe underwritten offering as have been agreed upon between the Company and the underwriters. Notwithstanding any other provision In the event the underwriters advise Holders seeking Registration of this AgreementRegistrable Securities pursuant to Section 3 hereof in writing that market factors (including the aggregate number of Registrable Securities requested to be Registered, if the managing underwriter(sgeneral condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) determine(s) in good faith that marketing factors require a limitation on of the number of shares Registrable Securities to be underwritten, then the managing underwriter(s) underwriters may exclude shares (including Registrable Securities) from the registration Registration and the underwriting, and the number of shares that may be included in the registration Registration and the underwriting shall be allocated (i) allocated, first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement Registration Statement on a pro rata basis based upon on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other Equity Securities of the Company; provided, however, that no exclusion the right of such Holders’ the underwriter(s) to exclude shares (including Registrable Securities) from the Registration and underwriting as described above shall be restricted so that all shares that are not 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 made unless all other Shareholders’ securities excluded from such Registration and underwriting before any Registrable Securities are first so excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested by the Holders to be included in such offering, underwriting and Registration shall not be cut back to less than twenty-five percent (iii25%) third, to the other Shareholders. If any Holder disapproves of the terms Equity Securities of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceunderwriting and Registration. In any event, no convertible note holder shall be granted Registration pursuant to Section 3.1 hereof which would reduce the number of Shares to be included by the Holders except with the consent of the Convertible Note Holders.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s capital stock, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 1.3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders of securities of underwriters selected by the Company whose securities are (or by other persons entitled to be included in such registration select the underwriters) and underwriting) enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the managing underwriter or underwriters selected for such underwritingdetermine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other provision If the total amount of this Agreementsecurities, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares including Registrable Securities, requested by stockholders to be underwrittenincluded in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the managing underwriter(s) may exclude shares (Company shall be required to include in the offering only that number of such securities, including Registrable Securities) from , that the registration and underwriters determine in their sole discretion will not jeopardize 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, (ii) second, to each success of the Holders requesting inclusion offering. The Company shall not, without the prior written consent of their Registrable Securities in such registration statement on the holders of at least a pro rata basis based upon majority of the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ the Investors exclude any Registrable Securities shall be made from such offering unless all other Shareholdersstockholders’ securities are have been first excluded; and provided, further, . In the event that in any underwriting the underwriters determine that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned first, to the Company; second, to the Investors on a pro rata basis based on the total number of Registrable Securities held by such Investors; and (iii) third, to the other Shareholders. If any Holder disapproves stockholder of the terms Company (other than a Holder) on a pro rata basis so long as the number of any such underwritingRegistrable Securities held by the Holders is not reduced. Notwithstanding the foregoing, such Holder may elect to withdraw therefrom by written notice to in no event shall the Company and amount of securities of the underwriter at least selling Investors included in the offering be reduced below thirty percent (30%) days prior to the effective date of the registration statementtotal amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. Any For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If a registration statement for which (i) In connection with any offering involving an underwriting of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s Equity Securities, then the Company shall so advise not be required to Register the Holders of Registrable Securities as part of such written notice. In such event, the right of any a Holder to include its Registrable Securities in a registration pursuant to under this Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of 3 unless such Holder’s Registrable Securities are included in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through underwritten offering and such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter Holder enters into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected in accordance with Section 2.4 and setting forth such terms for the underwritten offering as have been agreed upon between the Company and the underwriters; provided that each Holder consents (which consent shall not be unreasonable withheld) to the underwriting discount and selling commissions applicable to such underwritingHolder and such terms are not less favorable than that applicable to the Company in the case of an offering that includes Ordinary Shares to be newly issued and sold by the Company; and provided further that the underwriting discount and selling commissions applicable to such Holder will be agreed upon between the underwriter or underwriters and the holders of a majority of the voting power of all Registrable Securities proposed to be included in such Registration and underwritten offering in other cases. Notwithstanding the foregoing, Holders will not be required to enter into any other provision “lock-up” agreement unless all officers and directors of the Company and all shareholders individually owning one percent (1%) or more Shares enter into similar agreements (and any such “lock-up” agreement shall, to the extent possible, seek to exclude any transfer of Shares pursuant to enforcement of security under any Facility Document). In the event the underwriters advise Holders seeking Registration of Registrable Securities pursuant to this AgreementSection 3 in writing that market factors (including the aggregate number of Registrable Securities requested to be Registered, if the managing underwriter(sgeneral condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) determine(s) in good faith that marketing factors require a limitation on of the number of shares Registrable Securities to be underwritten, then the managing underwriter(s) underwriters may exclude shares (including all of the Registrable Securities) from the registration and the underwriting, and the number of shares that may Securities requested to be included Registered in the registration IPO and the underwriting shall be allocated (i) first, up to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty seventy-five percent (2075%) of the Registrable Securities requested to be Registered in any other public offering, but in any case only after first excluding all other Equity Securities (except for securities sold for the account of the Company) from the Registration and underwriting and so long as the Registrable Securities to be included in such offeringRegistration on behalf of any non-excluded Holders are allocated among all non-excluded Holders in proportion, and (iii) thirdas nearly as practicable, to the other Shareholdersrespective amounts of Registrable Securities requested by such Holders to be included. If any 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 disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty nearest one hundred (30100) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceShares.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) 2.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written noticeSecurities. In such event, the right of any Holder to include its Holder’s Registrable Securities to be included in a registration pursuant to Section 2.2 (Company Registration) 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of the Holders (other than any Holder who is also a Common Holder) requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder, third, to each Holder who is also a Common Holder requesting inclusion of his Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each Holder who is also a Common Holder, and fourth, to any other securityholder; provided, however, that no exclusion the right of such Holders’ the underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above in this Section 2.8 shall be restricted so that: (i) the number of Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that then held by the Investors included in any underwriting that such registration is not reduced below thirty percent (30%) of all the shares included in connection with the registration, except for a registration relating to the Company’s initial public offeringoffering of its Common Stock, the amount of from which all Registrable Securities included in the offering may be excluded, and (ii) all shares held by securityholders that are not Registrable Securities shall not first be reduced below twenty percent (20%) excluded from such registration and underwriting before any Registrable Securities are so excluded, unless holders of a majority of the Registrable Securities requested to be included in then outstanding approve the inclusion of such offering, and (iii) third, to the other Shareholdersshares held by securityholders that are not Registrable Securities. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter underwriter, delivered at least thirty twenty (3020) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s capital stock, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 1.4 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the underwriters selected by it (or by other holders of securities of persons entitled to select the Company whose securities are to be included in such registration underwriters) and underwriting) enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the managing underwriter or underwriters selected for such underwritingdetermine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other provision If the total amount of this Agreementsecurities, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares including Registrable Securities, requested by stockholders to be underwrittenincluded in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the managing underwriter(s) may exclude shares (Company shall be required to include in the offering only that number of such securities, including Registrable Securities) from , that the registration and underwriters determine in their sole discretion will not jeopardize the underwritingsuccess of the offering. If the Holders are so limited by the underwriters’ determination, and the number of shares that may be included in the registration and the underwriting shall be allocated (i) allocated, first, to the Company, (ii) ; second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon on the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such the Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and providedthird, further, to any stockholder of the Company (other than a Holder) on a pro rata basis. In the event that in any underwriting the underwriters determine that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of Registrable Securities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and (iii) third, to the no other Shareholdersstockholder’s securities are included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter underwriter, delivered at least thirty ten (3010) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For purposes of the preceding sentences concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership partnership, limited liability company, or corporation, the affiliated venture capital funds, partners, retired partners partners, members and stockholders of such Holder, or the estates and family members of any such partners and retired partners, stockholders and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If a registration statement for which the Company gives a notice (a) If, pursuant to Section 2.2 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request (Company Registrationor to distribute any Registrable Securities under a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act) is for by means of an underwritten offeringunderwriting, then the Company they shall so advise the Holders Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s), which shall be (an) investment banking firm(s) of national reputation, will be selected (i) in the event of an offering that includes a primary offering, by the Company and shall be reasonably acceptable to a majority in interest of the Registrable Securities as part held by all Initiating Holders and (ii) in the event of such written noticean offering that solely includes a secondary offering or a distribution of any Registrable Securities under a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act, by a majority in interest of the Registrable Securities held by all Initiating Holders, which majority shall include the Lead B Investor if the Lead B Investor is an Initiating Holder, and shall also be reasonably acceptable to the Company. In such event, the right of any Holder to include its such Holder’s Registrable Securities in a such registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included as provided in such registration and underwritingSection 2.4(e)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting, which underwriting agreement shall be reasonably acceptable to the Company and to the Initiating Holders holding a majority of the Registrable Securities to be registered. Notwithstanding any other provision of this AgreementSection 2.3, if the managing underwriter(s) determine(sadvise(s) the Initiating Holders in good faith writing that marketing factors require a limitation on the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Company shall so advise all Holders of Registrable Securities) from the registration and the underwritingSecurities that otherwise would be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the registration and the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (ias nearly as practicable) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held owned by each Holder or in such Holderother proportion as shall mutually be agreed to by all such selling Holders; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount number of Registrable Securities included in held by the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested Holders to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall not be reduced unless all other securities are first entirely excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceunderwriting.

Underwriting Requirements. If a registration statement for which Holder intends to distribute the Company gives a notice pursuant to Section 2.2 (Company Registration) is for Registrable Securities covered by its Demand Notice by means of an underwritten offering, then the Company it shall so advise the Holders of Registrable Securities Company as a part of the Demand Notice, and the Company shall include such written noticeinformation in the Request Notice. In such event, the right of any Holder to include his, her or its Registrable Securities in a such registration pursuant to the rights set forth in Section 2.2 (Company Registration) 2.02 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent as provided hereinin this Agreement. All The Company and all Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. All Holders, whether or not they are participating in such offering, and the Company agree not to effect any transfer of Registrable Securities (or any securities of the Company exchangeable or convertible into Registrable Securities) during the “lock-up” periods set forth in such underwriting agreement or separate “lock-up” agreement. Notwithstanding any other provision of this AgreementSection 2.01 or Section 2.02, if the managing underwriter(s) determine(s) underwriters with respect to the proposed offering advise the Company in good faith that marketing factors require a limitation on writing that, in their opinion, the number of shares securities requested to be underwrittenincluded in such registration exceeds the number of securities which can be sold in such offering without being likely to have a material adverse effect on the offering of securities as then contemplated (including a material adverse effect on the price at which it is proposed to sell the securities), then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwritingCompany shall so advise all Holders of securities that would otherwise be included in such registration, and the number of shares securities that may be included in the registration and the underwriting shall be allocated allocated: (i) first, pro rata among the Holders electing to participate in such registration (whether pursuant to this Section 2.01 or Section 2.02) according to the Companytotal amount of Registrable Securities requested by such Holders to be included in such registration, (ii) second, to each securities being sold for the account of the Holders requesting inclusion of their Registrable Securities in such registration statement on a Company, and (iii) last, pro rata basis based upon among the other selling security holders of the Company, if any, according to the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporationpartnership, the affiliated venture capital funds, partners, Holder and the partners and retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons Persons, and for any Holder that is a corporation, the Holder and all corporations that are Affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s capital stock, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 1.3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders of securities of underwriters selected by the Company whose securities are (or by other persons entitled to be included in such registration select the underwriters) and underwriting) enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the managing underwriter or underwriters selected for determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwritingoffering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) underwriter determines in good faith that marketing factors require a limitation on 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) allocated, first, to the Company, (ii) ; second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement other than the Common Holders on a pro rata basis based upon on the total number of Registrable Securities then held by each such Holderthe Holders other than the Common Holders; providedthird, however, that no exclusion to the Common Holders on a pro rata basis based on the total number of such Holders’ Registrable Securities held by the Common Holders and fourth, to any stockholder of the Company other than a Holder and/or Common Holder on a pro rata basis. Notwithstanding the foregoing, in no event shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, (i) the amount of Registrable Securities securities of the selling Holders included in the offering shall not be reduced below twenty twenty-five percent (2025%) of the Registrable Securities requested to be total amount of securities included in such offering, and (iii) third, to unless such offering is the other Shareholders. If any Holder disapproves initial public offering of the terms of Company’s securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering or (ii) any securities held by a party other than a Holder, including for this purpose any securities held by a Common Holder, be included in such underwriting, offering if any Registrable Securities held by a Holder requesting registration are excluded from such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date offering. For purposes of the registration statement. Any preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If a registration statement for which In connec­tion with any offering involving an underwriting of shares of the Company's capital stock, the Company gives a notice pursuant shall not be required under Section 5.2 to Section 2.2 include any of the Holders' Registrable Securities in such underwriting unless they accept 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 then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Secu­rities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company Registration) that the underwriters determine in their sole discretion is for an underwritten compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securi­ties, including Registra­ble Securities, which the under­writers determine in their sole discretion will not jeopardize the success of the offering (the securities so advise included to be appor­tioned pro rata among the selling Holders according to the total amount of securities entitled to be includ­ed there­in owned by each selling Holder or in such other proportions as shall mutu­ally be agreed to by such sell­ing Holders). For purposes of the preceding paren­thetical concerning apportionment, for any selling Holder who is a holder of Registrable Securities as part of such written notice. In such event, the right of any Holder to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership partner­ship or corporation, the affiliated venture capital funds, partners, retired partners part­ners and stockholders of such Holder, or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” ”, and any pro pro-rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration registra­tion rights owned by all entities and individuals included in­cluded in such “selling Holder,” ”, as defined in this sentence.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities (including securities held by officers, directors, founders, employees or consultants of the Company) are first excludedexcluded in their entirety; and provided, provided further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount number of shares of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) 25% of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholdersstockholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter underwriter, delivered at least thirty (30) 20 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any underwritten public offering of shares of the Company gives a notice pursuant to Company’s share capital under this Section 2.2 (Company Registration) is for an underwritten offering3, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and offering unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the underwriters selected by it (or by other holders of securities of persons entitled to select the Company whose securities are to be included in such registration underwriters) and underwriting) enter into an underwriting agreement in customary form with the managing an underwriter or underwriters selected for by the Company, and then only in such underwritingquantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company based on marketing factors. Notwithstanding any other provision If the total amount of this Agreementsecurities, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares including Registrable Securities, requested by shareholders to be underwrittenincluded in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is allowed based on marketing factors, then the managing underwriter(s) may exclude shares (Company shall be required to include in the offering only that number of such securities, including Registrable Securities) from , that the registration underwriters determine in their sole discretion will not jeopardize the success of the offering and the underwritingCompany shall include in such registration, and the number of shares that may be included in the registration and the underwriting shall be allocated (i) first, shares which the Company may wish to the Companyregister for its own account, (ii) second, the Registrable Securities requested to each of be included therein by the Holders requesting inclusion of their Registrable Securities in such registration statement (the securities so included to be allocated between the Holders on a pro rata basis based upon on the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of all such Holders’ Registrable Securities ) and (iii) third, other securities requested to be included in such registration. Notwithstanding the foregoing, in no event shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount number of Registrable Securities included in the offering shall not be reduced below twenty percent unless all other securities (20%) of the Registrable Securities requested other than securities to be included in such sold by the Company) are first entirely excluded from the offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter underwriter, delivered at least thirty twenty (3020) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a the registration statement for of which the Company gives a notice pursuant to under this Section 2.2 (Company Registration) 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written noticeSecurities. In such eventconnection with any offering involving an underwriting of shares of the Company’s capital stock, the right of any Holder Company shall not be required under this Section 1.3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders of securities of underwriters selected by the Company whose securities are (or by other persons entitled to be included in such registration select the underwriters) and underwriting) enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the managing underwriter or underwriters selected for such underwritingdetermine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other provision If the total amount of this Agreementsecurities, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares including Registrable Securities, requested by stockholders to be underwrittenincluded in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their reasonable discretion is compatible with the success of the offering, then the managing underwriter(s) may exclude shares (Company shall be required to include in the offering only that number of such securities, including Registrable Securities) from , that the registration underwriters and the underwriting, and Company determine in their sole discretion will not jeopardize the number of shares that may be included in the registration and the underwriting shall be allocated (i) first, to the Company, (ii) second, to each success of the Holders requesting inclusion of their offering. In no event shall any Registrable Securities in be excluded from such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made offering unless all other Shareholdersstockholders’ securities are have been first excluded; and provided, further, . In the event that in any underwriting the underwriters determine that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) less than all of the Registrable Securities requested to be registered can be included in such offering, and then the Registrable Securities that are included in such offering shall be allocated pro rata among the selling Holders in proportion (iiias nearly as practicable) third, to the number of Registrable Securities held by all selling Holders or in such other Shareholdersproportions as shall mutually be agreed to by all such selling Holders. If any Holder disapproves Notwithstanding the foregoing, in no event shall the amount of securities of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to selling Holders included in the Company and the underwriter at least thirty offering be reduced below twenty-five percent (3025%) days prior to the effective date of the registration statementtotal amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. Any For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders members and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s Securities, then the Company shall so advise not be required to Register the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder to include its Investor under this Section 4.2 unless the Investor’s Registrable Securities are included in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such the underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter Investor enters into an underwriting agreement in customary form with the managing underwriter or underwriters selected and setting forth such terms for such the underwriting. Notwithstanding any other provision In the event the underwriters advise the Investor seeking Registration of Registrable Securities pursuant to this AgreementSection 4.2 in writing that, if in their reasonable opinion, market factors (including the managing underwriter(saggregate number of Registrable Securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) determine(s) in good faith that marketing factors require a limitation on of the number of shares Securities to be underwritten, then the managing underwriter(s) underwriters may exclude shares (including some or all Registrable Securities) Securities from the registration Registration and underwriting; provided that the underwritingCompany shall include the Company’s Securities in such registration, and the number of shares that may be included in the registration and the underwriting shall be allocated priority listed below: (i) in the event the Company initiated such piggyback registration, the Company shall include in such piggyback registration first, the Securities the Company proposes to the Company, (ii) register and second, to each the Securities of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and providedselling security holders, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of including the Registrable Securities requested to be included by the Investor to be included in such offeringpiggyback registration in an amount that, together with the Securities the Company proposes to register, shall not exceed the maximum offering size and shall be allocated among such selling security holders on a pro rata basis; and (iiiii) in the event any holder of Securities initiated such piggyback registration, the Company shall include in such piggyback registration first, the Securities such initiating security holder proposes to register, second, pro rata among any other Securities requested to be registered pursuant to a contractual right of registration (including Securities requested to be Registered by the Investor pursuant to this Section 4.2) and third, any Securities the Company proposes to register, in an amount that, together with the Securities the initiating security holder and the other Shareholdersselling security holders propose to register, shall not exceed the maximum offering size; provided further that the number of the Registrable Securities that are included in an underwriting must not be reduced below thirty percent (30%) of the total number of Registrable Securities requested by the Investor to be included in the Registration. If any Holder the Investor (or its Affiliate) disapproves of the terms of any such underwriting, the Investor (or such Holder Affiliate) may elect to withdraw therefrom by written notice to the Company and the underwriter underwriters delivered at least thirty ten (3010) days prior to the effective date of the registration statementRegistration Statement. Any Registrable Securities excluded or withdrawn from such the underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceRegistration.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) 3 is an underwritten offering, the right of Holders to registration pursuant to Section 3 shall be conditioned upon such Holder’s Holders’ participation in such underwriting and the inclusion of such Holder’s Holders’ Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (shall, together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) Company, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Any such participating Holder shall not be required to make any representations or warranties to, or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such participating Holder, compliance with laws, such participating Holder’s title to the Registrable Securities, such participating Holder’s authority to sell the Registrable Securities, such Holder’s intended method of distribution, no conflicts with respect to the sale of Registrable Securities, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities or any other representations required to be made by such participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such participating Holder in connection with such underwriting agreement shall not exceed, except in the case of fraud or willful misconduct, such participating Holder’s net proceeds (after deducting underwriting discounts and commissions) from such underwritten offering. Notwithstanding any other provision of this AgreementSection 4, if the managing underwriter(s) determine(s) in good faith underwriter determines that marketing factors require a limitation on of the number of shares to be underwrittenunderwritten and advises the Company in writing, then the managing underwriter(s) may exclude shares (including Registrable Securities) from Company shall so advise the registration and the underwritingparticipating Holders, and the number of shares of such securities, including Registrable Securities, that may be included in the registration and the underwriting shall be allocated (i) first, first to the Company, second to Purchasers and third to any other holders with registration rights. Notwithstanding the foregoing, no such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, reduce the amount of Registrable Securities securities of Purchasers included in the offering shall not be reduced registration below twenty percent (20%) of the Registrable Securities requested to total amount of securities included in such registration. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that the avoidance of doubt, nothing in this Section 4 is a venture capital fund, partnership or corporation, intended to diminish the affiliated venture capital funds, partners, retired partners and stockholders number of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed securities to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon included by the aggregate amount of shares carrying registration rights owned by all entities and individuals included Company in such “Holder,” as defined in this sentencethe underwriting.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant Initiating Holders -------------------------- intend to Section 2.2 (Company Registration) is for distribute the Registrable Securities covered by their request by means of an underwritten offeringunderwriting, then the Company they shall so advise the Holders of Registrable Securities Corporation as a part of their request made pursuant to subsection 1.2.1 and the Corporation shall include such information in the written noticenotice referred to in subsection 1.2.1. The underwriter will be selected by the Corporation from the lead underwriters in its initial public offering or from another investment banking firm of national repute and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder or other holder of securities of the Corporation to include its Registrable Securities securities in a such registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s 's or holders' participation in such underwriting and the inclusion of such Holder’s Registrable Securities 's or holders' securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder or holder) to the extent provided herein. All Holders and other holders of securities of the Corporation proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included Corporation as provided in such registration and underwritingsubsection 1.5.5) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this AgreementSection 1.2, if the managing underwriter(s) determine(s) underwriter advises the Initiating Holders in good faith writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Corporation shall so advise all Holders of Registrable Securities) from the Securities and other holders of registration and the underwritingrights which would otherwise be underwritten pursuant hereto, and the number of shares securities that may be included in the registration and the underwriting on behalf of each Holder or other holder shall be allocated (i) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro pro-rata basis based upon among the selling stockholders according to the total number of Registrable Securities then securities held by each such Holderselling stockholder and entitled to inclusion therein on the basis of a registration rights agreement with the Corporation; provided, however, that no exclusion the numbers of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount shares of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall not be reduced unless all other securities are first entirely excluded and withdrawn from the underwriting and registration. For purposes of allocating securities to be included in any Holder that offering, for any selling stockholder which is a venture capital fund, partnership or corporation, the affiliated venture capital funds"affiliates" (as defined in Rule 405 under the Act), partners, retired partners and stockholders of such Holderholder (and in the case of a partnership, any affiliated partnerships), or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder"selling stockholder,” " and any pro pro-rata reduction with respect to such “Holder” "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder"selling stockholder,” " as defined in this sentence. To facilitate the allocation of shares in accordance with the above provisions, the Corporation may round the number of shares allocated to any Holder to the nearest 100 shares.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s capital stock, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under Section 1.3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the underwriters selected by it (or by other holders of securities persons entitled to select the underwriters), and then only in such quantity, if any, as the underwriters determine in their sole discretion will not jeopardize the success of the Company whose securities are offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration and underwriting) enter into an underwriting agreement offering exceeds the amount of securities sold other than by the Company that the underwriters determine in customary form their sole discretion is compatible with the managing underwriter or success of the offering, then in such event the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters selected for determine in their sole discretion will not jeopardize the success of the offering; provided, however, that any such underwritinglimitation by the underwriters will be apportioned as follows: (i) all securities other than Registrable Securities will be excluded from the registration first, and (ii) to the extent still required by the underwriters, the Registrable Securities requested to be registered by the Holders shall be excluded from such registration subject to the following sentences. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require If a limitation on the number of shares to be underwrittenis still required, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares of Registrable Securities that may be included in the registration and the underwriting shall be allocated (i) firstamong all participating Holders in proportion, as nearly as practicable, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number respective amounts of Registrable Securities then requested for inclusion in such Registration held by each such Holder; provided, however, that no exclusion Holders at the time of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of filing the registration statement. Any For purposes of the preceding sentence concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a venture capital fundpartnership, partnership limited liability company or corporation, the affiliated venture capital fundsaffiliates, partners, retired partners partners, members, retired members and stockholders of such Holderholder, or the estates and family members of any such partners and retired partners, stockholders members and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holderselling stockholder,” and any pro pro-rata reduction with respect to such “Holderselling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holderselling stockholder,” as defined in this sentence. Notwithstanding the foregoing, the number of Registrable Securities included in such registration and underwriting shall not be reduced below 30% of the securities included in such registration unless such offering is the initial public offering of the Company’s securities in which case the selling Holders may be excluded entirely if the underwriters make the determination described above and no securities other than those of the Company are included in such registration. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 1.8 shall be included in such registration statement.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s Securities, then the Company shall so advise not be required to Register the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder to include its Investor under this Section 4.2 unless the Investor’s Registrable Securities are included in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such the underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter Investor enters into an underwriting agreement in customary form with the managing underwriter or underwriters selected and setting forth such terms for such the underwriting. Notwithstanding any other provision In the event the underwriters advise the Investor seeking Registration of Registrable Securities pursuant to this AgreementSection 4.2 in writing that, if in their reasonable opinion, market factors (including the managing underwriter(saggregate number of Registrable Securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) determine(s) in good faith that marketing factors require a limitation on of the number of shares Securities to be underwritten, then the managing underwriter(s) underwriters may exclude shares (including some or all Registrable Securities) Securities from the registration Registration and underwriting; provided that the underwritingCompany shall include the Company’s Securities in such registration, and the number of shares that may be included in the registration and the underwriting shall be allocated priority listed below: (i) in the event the Company initiated such piggyback registration, the Company shall include in such piggyback registration first, the Securities the Company proposes to the Company, (ii) register and second, to each the Securities of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and providedselling security holders, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of including the Registrable Securities requested to be included by the Investor to be included in such offeringpiggyback registration in an amount that, together with the Securities the Company proposes to register, shall not exceed the maximum offering size and shall be allocated among such selling security holders on a pro rata basis (based on the number of the Ordinary Shares or ADSs (as applicable) sought to be Registered by each such selling security holder); and (iiiii) in the event any holder of Securities initiated such piggyback registration, the Company shall include in such piggyback registration first, the Securities such initiating security holder proposes to register, second, pro rata among any other Securities requested to be registered pursuant to a contractual right of registration (including Securities requested to be Registered by the Investor pursuant to this Section 4.2) and third, any Securities the Company proposes to register, in an amount that, together with the Securities the initiating security holder and the other Shareholdersselling security holders propose to register, shall not exceed the maximum offering size; provided further that the number of the Registrable Securities that are included in an underwriting must not be reduced below thirty percent (30%) of the total number of Registrable Securities requested by the Investor to be included in the Registration. If any Holder the Investor (or its Affiliate) disapproves of the terms of any such underwriting, the Investor (or such Holder Affiliate) may elect to withdraw therefrom by written notice to the Company and the underwriter underwriters delivered at least thirty ten (3010) days prior to the effective date of the registration statementRegistration Statement. Any Registrable Securities excluded or withdrawn from such the underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceRegistration.

Underwriting Requirements. If a registration statement for In connection with any offering contemplated by this Agreement which constitutes an underwriting, the Company gives a notice pursuant shall not be required to Section 2.2 (include any of the Holders' Registrable Securities or any securities of any Other Stockholders in such underwriting unless such Holders or Other Stockholders, as applicable, accept the terms of the underwriting as agreed upon between the Company Registrationand the underwriters selected by the person(s) entitled to select the underwriters, 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, such determination to be confirmed in writing upon the request of any Holder. If the total amount of Registrable Securities or other securities requested by Holders and Other Stockholders, as applicable, to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is for an underwritten compatible with the success of the offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder be required to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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 offering only (i) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total that number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) up to 100% of the Registrable Securities requested to be included in such registration) which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among all selling Holders according to the total amount of Registrable Securities requested for registration by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) and (ii) if all Registrable Securities requested for registration by the selling Holders are included in such offering, and that number of securities of the Company which the underwriters determine in their sole discretion will not jeopardize the success of the offering (iii) third, the securities so included to be apportioned pro rata among all Other Stockholders according to the total amount of securities (other Shareholdersthan Registrable Securities) requested for registration by such Other Stockholders). If any Holder of Registrable Securities or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such Holder Person may elect to withdraw therefrom by written notice to the Company Company, and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or securities so withdrawn from such underwriting shall also be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any offering ------------------------- involving an underwriting of shares being issued by the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under Section 3.3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders' securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders of securities underwriters selected by it, and then only in such quantity as will not, in the opinion of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with underwriters, jeopardize the managing underwriter or underwriters selected for such underwritingsuccess of the offering by the Company. Notwithstanding any other provision of this the Agreement, if the managing underwriter(s) determine(s) underwriter determines in good faith that marketing factors require a limitation on 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) allocated, first, to the Company, (ii) ; second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon on the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such the Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and providedthird, furtherto any shareholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, that in any underwriting that is not in connection with the Company’s initial public offering, or (ii) reduce the amount of Registrable Securities securities of the selling Holders included in the offering shall not be reduced registration below twenty percent (20%) of the Registrable Securities requested to be total amount of securities included in such offeringregistration, unless such offering is an initial offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence, nor shall (iii) third, to any securities held by the other ShareholdersFounder be included if any securities held by any selling Holder are excluded. If any Holder disapproves For purposes of the terms preceding provisions concerning apportionment, for any selling shareholder which is a holder of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder"selling shareholder,” " and any pro rata reduction with respect to such “Holder” "selling shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder"selling shareholder,” " as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any Underwritten Offering, the Company gives a notice pursuant shall not be required under Section 1.4 to Section 2.2 include any of the Holders’ securities in such underwriting, unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (Company Registration) or by other persons entitled to select the underwriters), 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. If the total amount of securities, including Registrable Securities, requested by Stockholders to be included in such offering exceeds an amount that the underwriters determine in their sole discretion is for an underwritten compatible with the success of the offering, then the Company shall so advise be required to include in the Holders of Registrable Securities as part offering only that number of such written noticesecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In such event: (x) in cases initially involving the registration for sale of securities for the Company’s own account, the right of any Holder to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) securities shall be conditioned upon such Holder’s participation registered in such underwriting and the inclusion of such Holder’s Registrable Securities offering in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders following order of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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 priority: (i) first, the securities which the Company proposes to the Companyregister, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offeringWarrant Shares, and (iii) third, Registrable Securities and securities which have been requested to be included in such registration by persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Holders and such other Shareholderspersons); and (y) in cases not initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any person whose exercise of a “demand” registration right pursuant to a contractual commitment of the Company is the basis for the registration, (ii) second, the Warrant Shares, (iii) third, Registrable Securities and securities which have been requested to be included in such registration by persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Holders and such other persons), and (iv) fourth, the securities which the Company proposes to register. If No Holder may participate in any Underwritten Offering hereunder unless such Holder disapproves (a) agrees to sell such Holder’s securities on the basis provided in any underwriting arrangements approved by the person or persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting arrangements and other documents reasonably required under the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentencearrangements.

Underwriting Requirements. If a registration statement for which the Company gives a notice (a) In connection with any offering involving an underwriting of Registrable Securities pursuant to Section 2.2 (Company Registration) is for an underwritten offering2.1, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All all Holders proposing to distribute their Registrable Securities securities through such underwriting underwritten offering shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. In the event of any underwritten offering that is an Underwritten Demand or Underwritten Takedown, the Company shall select and appoint the underwriter(s), after consultation with the Holders proposing to distribute their securities through such underwritten offering and with the consent of the Holders of a majority of the Registrable Securities to be included in such underwritten offering, which consent shall not be unreasonably withheld. In any other underwritten offering the Company will have sole discretion to select and appoint the underwriter(s). Notwithstanding any other provision of this AgreementSection 2.4, if the managing underwriter(s) determine(sin any underwritten offering of Registrable Securities pursuant to Section 2.1 advise(s) in good faith the Initiating Holders that marketing factors require a limitation on the number of shares to be underwrittenunderwritten is necessary in order to sell the shares in an orderly manner at a price that is acceptable to the Initiating Holders, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares Registrable Securities that may be included in the registration and the underwriting shall be allocated (i) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offeringregistration by the Holders, pro rata among the Holders or in such other manner as they may agree; and (iiiii) thirdsecond, to the any other Shareholders. If any Holder disapproves holder, if any, of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the Company’s equity securities with registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that rights which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed entitled to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceregistration.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant Initiating Holders -------------------------- intend to Section 2.2 (Company Registration) is for distribute the Registrable Securities covered by their request by means of an underwritten offeringunderwriting, then the Company they shall so advise the Holders of Registrable Securities Corporation as a part of their request made pursuant to subsection 1.2.1 and the Corporation shall include such information in the written noticenotice referred to in subsection 1.2.1.(a). The underwriter will be selected by the Corporation from among the lead underwriters in its initial public offering or from another investment banking firm of national repute and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder or other holder of securities of the Corporation to include its Registrable Securities securities in a such registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s 's or holders' participation in such underwriting and the inclusion of such Holder’s Registrable Securities 's or holders' securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder or holder) to the extent provided herein. All Holders and other holders of securities of the Corporation proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included Corporation as provided in such registration and underwritingsubsection 1.5.5) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this AgreementSection 1.2, if the managing underwriter(s) determine(s) underwriter advises the Initiating Holders in good faith writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Corporation shall so advise all Holders of Registrable Securities) from the Securities and other holders of registration and the underwritingrights which would otherwise be underwritten pursuant hereto, and the number of shares securities that may be included in the registration and the underwriting on behalf of each Holder or other holder shall be allocated (i) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro pro-rata basis based upon among the selling stockholders according to the total number of Registrable Securities then securities held by each such Holderselling stockholder and entitled to inclusion therein on the basis of a registration rights agreement with the Corporation; provided, however, that no exclusion the numbers of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount shares of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall not be reduced unless all other securities are first entirely excluded and withdrawn from the underwriting and registration. For purposes of allocating securities to be included in any Holder that offering, for any selling stockholder which is a venture capital fund, partnership or corporation, the affiliated venture capital funds"affiliates" (as defined in Rule 405 under the Act), partners, retired partners and stockholders of such Holderholder (and in the case of a partnership, any affiliated partnerships), or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder"selling stockholder,” " and any pro pro-rata reduction with respect to such “Holder” "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder"selling stockholder,” " as defined in this sentence. To facilitate the allocation of shares in accordance with the above provisions, the Corporation may round the number of shares allocated to any Holder to the nearest 100 shares.

Underwriting Requirements. If a registration statement for which (a) In connection with any offering involving an underwriting of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s Securities, then the Company shall so advise not be required to Register the Holders of Registrable Securities as part of such written notice. In such event, the right of any a Holder to include its Registrable Securities in a registration pursuant to under this Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of 3 unless such Holder’s Registrable Securities are included in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through and such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter Holder enters into an underwriting agreement in customary form with the managing underwriter or underwriters selected and setting forth such terms for such the underwriting. Notwithstanding any other provision In the event the underwriters advise the Holders seeking Registration of Registrable Securities pursuant to this AgreementSection 3 in writing that market factors (including the aggregate number of Registrable Securities requested to be Registered, if the managing underwriter(sgeneral condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) determine(s) in good faith that marketing factors require a limitation on of the number of shares Securities to be underwritten, then the managing underwriter(s) underwriters may exclude shares (including some or all Registrable Securities) Securities from the registration Registration and the underwriting, and the number of shares Securities and Registrable Securities that may be included in the registration Registration and the underwriting shall be allocated (i) in the following order of priority: first, to the CompanyCompany if such Registration has been initiated by the Company or to the Holder and its Affiliates who delivered the Underwriting Election if such underwriting is being undertaken pursuant to Section 2.4, (ii) and second, to each of the Holders Holder requesting inclusion of their its Registrable Securities in such registration statement Registration Statement on a pro rata basis based upon on the respective amounts of Securities which such Holders would otherwise be entitled to include in the Registration; provided that the right of the underwriters to exclude Securities and Registrable Securities from the Registration and underwriting as described above shall be restricted so that all other Securities that are not (i) Registrable Securities or (ii) if such Registration has been initiated by the Company, the Securities to be Registered by the Company for its own account, shall first be excluded from such Registration and underwriting before any Registrable Securities of the Holders are so excluded; provided, further, unless such underwriting is being undertaking pursuant to Section 2.4, the number of the Registrable Securities held by Holders that are included in an underwriting must not be reduced below thirty percent (30%) of the total number of Registrable Securities then held requested by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested Holders to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceRegistration.

Underwriting Requirements. If a registration statement for which the Company gives a notice (a) If, pursuant to Section 2.2 (Company Registration) is for 2, the Requesting Holder intends to distribute the Registrable Securities covered by its request by means of an underwritten offeringunderwriting, then the Company it shall so advise the Holders of Registrable Securities Company as a part of its request made pursuant to Section 2, and the Company shall include such written noticeinformation in the Demand Notice. The underwriter(s) will be selected by the Requesting Holder, subject only to the approval of the Company not to be unreasonably withheld, delayed or conditioned. In such event, the right of any other Holder to include its such Holder’s Registrable Securities in a such registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities requested to be in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included as provided in such registration and underwritingSection 5(e)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting; provided, however, that no Holder shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (A) such Holder’s ownership of its Registrable Securities to be transferred pursuant to such underwriting agreement free and clear of all liens, claims and encumbrances, (B) such Holder’s power and authority to effect the sale of such Registrable Securities pursuant to such underwriting agreement, (C) such matters pertaining to compliance with securities laws by such Holder as may be reasonably requested by the representative of the underwriter or underwriters, and (D) such matters relating to written information furnished to the Company by such Holder specifically for use in the registration statement and prospectus (and any related documents) to be used by the Company in connection with such registration; provided further, however, that the obligation of such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among the Holders selling Registrable Securities in such registration, and the liability of each such Holder will be in proportion thereto; and provided further, however, that such liability will be limited to the net amount (after giving effect to underwriters discounts and commissions) received by such Holder from the sale of its Registrable Securities pursuant to such registration. Notwithstanding any other provision of this AgreementSection 4, if the managing underwriter(s) determine(sadvise(s) the Company and the Requesting Holder in good faith writing that marketing factors require a limitation on the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Company shall so advise all Holders of Registrable Securities) from the registration and the underwritingSecurities that otherwise would be underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the registration and the underwriting shall be allocated among the Holders of Registrable Securities, including the Requesting Holder, in proportion (ias nearly as practicable) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held owned by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included Holders or in such offering, and (iii) third, other proportion as shall mutually be agreed to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceselling Holders.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s capital stock, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 2.2 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders of securities of underwriters selected by the Company whose securities are (or by other Persons entitled to be included in such registration select the underwriters) and underwriting) enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the managing underwriter or underwriters selected for such underwritingdetermine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other provision If the total amount of this Agreementsecurities, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares including Registrable Securities, requested by stockholders to be underwrittenincluded in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the managing underwriter(s) may exclude shares (Company shall be required to include in the offering only that number of such securities, including Registrable Securities) from , that the registration and underwriters determine in their sole discretion will not jeopardize 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, (ii) second, to each success of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon offering. In the total number of Registrable Securities then held by each such Holder; provided, however, event that no exclusion of such Holders’ Registrable Securities shall be made unless the underwriters determine that less than all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded from the offering, (ii) the amount of securities of the selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering or (iii) third, to the other Shareholders. If any securities held by a Common Holder be included in such offering if any Registrable Securities held by any Holder disapproves other than a Common Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the terms preceding sentence concerning apportionment, for any selling stockholder that is a Holder of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders members and retired partners and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If a registration statement for which the Company gives a notice (a) If, pursuant to Section 2.2 (Company Registration) is for 2.1 or Section 2.3, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritten offeringunderwriting, then the Company they shall so advise the Holders of Registrable Securities Company as a part of their request made pursuant to Section 2.1(a) or Section 2.3, and the Company shall include such written noticeinformation in the Demand Notice or the S-3 Notice, as the case may be. The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include its such Holder’s Registrable Securities in a such registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included as provided in such registration and underwritingSection 2.5(e)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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) allocated, first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon on the number of Registrable Securities each such Holder has requested to be included in the registration, and second, to each of the other Holders on a pro rata basis based on the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion . To facilitate the allocation of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that shares in any underwriting that is not in connection accordance with the Company’s initial public offeringabove provisions, the amount underwriters may round the number of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested shares allocated to be included in such offering, and (iii) third, any Holder to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentencenearest 100 shares.

Underwriting Requirements. If a registration statement for which the Company gives a notice If, pursuant to Section 2.2 (Company Registration) is for 2.1, the Investor intends to distribute the Registrable Securities covered by its request by means of an underwritten offeringunderwriting, then the Company it shall so advise the Holders of Registrable Securities Company as a part of its request made pursuant to Section 2.1, and the Company shall include such written noticeinformation in the notice sent pursuant to Section 2.1(c). The underwriter(s) will be selected by the Company and shall be reasonably acceptable to the Investor. In such event, the right of any Holder to include its such Holder’s Registrable Securities in a such registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding If, in connection with any other provision underwritten public offering for the account of this Agreementthe Holders of Registrable Securities, if the managing underwriter(s) determine(s) thereof shall impose in good faith that marketing factors require writing a limitation on the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including of Registrable Securities) from the registration and the underwriting, and the number of shares that Securities which may be included in a registration statement because, in the good faith judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration and the underwriting shall be allocated (i) first, to the Company, (ii) second, to each statement only such limited portion of the Holders requesting Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. The Company shall not exclude any Registrable Securities of their a Holder in a registration effected under Sections 2.1(a) or (b) unless the Company has first excluded all securities sought to be offered on account of the Company and any non-Registrable Securities. In connection with any participation in an underwritten offering pursuant to Section 3, the Company shall not be required to include any of the Holders’ Registrable Securities in such registration statement on a pro rata basis based upon underwriting unless the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of Holders accept the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriter at least thirty (30) days prior to underwriters in their sole discretion determine will not jeopardize the effective date success of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from offering by the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceCompany.

Underwriting Requirements. If a In connection with any registration statement for which subject to Section 9(b) involving an underwritten offering of shares of the Company’s capital stock, the Company gives a notice pursuant shall not be required to Section 2.2 include any of the Purchaser’s Registrable Securities in such underwriting unless the Purchaser accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the Placement Agent in its sole discretion determines will not jeopardize the success of the offering by the Company. If the total number of Securities and Placement Agent Shares to be included in such offering (Company Registrationthe “Requested Securities”) exceeds the number of securities to be sold (other than by the Company) that the Placement Agent in its reasonable discretion determine is for an underwritten compatible with the success of the offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder be required to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall only that number of such Requested Securities, which the Placement Agent in its sole discretion determines will not be reduced below twenty percent (20%) jeopardize the success of the Registrable offering. If the Placement Agent determine that less than all of the Requested Securities requested to be registered can be included in such offering, then the securities to be registered that are included in such offering shall be allocated among the holders of the Securities and Placement Agent Shares (iiicollectively, the “Holders”) thirdin proportion (as nearly as practicable to) the number of Requested Securities owned by each Holder. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the other Shareholdersnearest 10 shares. If any Holder disapproves Notwithstanding the foregoing, in no event shall the number of Requested Securities included in the offering be reduced below thirty percent (30%) of the terms total number of any securities included in such underwritingoffering, unless such Holder may elect to withdraw therefrom by written notice to offering is the Company and the underwriter at least thirty (30) days prior to the effective date initial public offering of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall Company, in which case the Holders may be excluded further if the Placement Agent makes the determination described above and withdrawn from the registrationno other shareholder’s securities are included in such offering. For purposes of the provision in this Section 9(c) concerning apportionment, for any Holder that is a venture capital fundpartnership, partnership limited liability company, or corporation, the affiliated venture capital fundspartners, members, retired partners, retired partners members, stockholders, and stockholders affiliates of such Holder, or the estates and immediate family members of any such partners, stockholders retired partners, members, and retired partners members and any trusts for the benefit of any of the foregoing persons persons, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount number of shares carrying registration rights Requested Securities owned by all entities and individuals persons included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If (a) If, pursuant to a registration statement Shelf Takedown Notice, a Major Holder intends to distribute the Registrable Securities covered by the Shelf Takedown Notice by means of an underwritten offering (including, for which avoidance of doubt, a Shelf Takedown Block Trade) (each, an “Underwritten Demand Registration”), such Major Holder shall so advise Parent as a part of their request made pursuant to the Company gives a Shelf Takedown Notice, and Parent shall include such information in the notice it provides to the other Holders pursuant to Section 2.2 2.01(b); provided that (Company i) (A) Adage Capital Partners, L.P. may effect no more than one (1) Underwritten Demand Registration in any 12-month period and (B) the Bain Entities may each effect no more than two (2) Underwritten Demand Registrations in any 12-month period and (ii) no Major Holder shall have the right to effect an Underwritten Demand Registration within ninety (90) days of the closing of an Underwritten Demand Registration) is for an underwritten offering, then the Company . The underwriter will be selected by Parent and shall so advise be reasonably acceptable to a majority in interest of the Holders and Other RRA Holders participating in such Underwritten Demand Registration; provided, however, that in the case of Registrable Securities as part a Shelf Takedown Block Trade, Holders and Other RRA Holders of a majority in interest participating in such written noticeUnderwritten Demand Registration can select the underwriter, provided the selected underwriter is reasonably acceptable to Parent. In such event, the right of any Holder to include its such Holder’s Registrable Securities in a such registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten offering to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting underwritten offering shall (together with the Company and the other holders of securities of the Company whose securities are to be included Parent as provided in such registration and underwritingSection 3.01(e)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public underwritten offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company gives a notice pursuant shall not be required under Section 1.3 to Section 2.2 include any of the Holders’ securities in such underwriting unless they accept 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 then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company Registration) that the underwriters determine in their sole discretion is for an underwritten compatible with the success of the offering, then the Company shall so advise be required to include in the Holders of Registrable Securities as part offering only that number of such written notice. In such eventsecurities, including Registrable Securities, which the right of any Holder to include its Registrable Securities underwriters determine in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and their sole discretion will not jeopardize the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities success of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingoffering. Notwithstanding any other provision of this AgreementSection 1.8, if the managing underwriter(s) determine(s) underwriters advise the Holders in good faith writing that marketing factors require a limitation on 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 Registrable Securities that may be so included in the registration and the underwriting shall be allocated as follows: (ia) first, (x) if the registration is made pursuant to the CompanySection 1.2 or 1.4, (ii) second, to each of the among all Holders requesting inclusion of their to include Registrable Securities in such registration statement based on a the pro rata basis based upon the total number percentage of Registrable Securities then held by each such HolderHolders, assuming conversion, and (y) if the registration is made pursuant to Section 1.3, to the Company; (b) second, (x) if the registration is made pursuant to Section 1.2 or 1.4, to the Company, and (y) if the registration is made pursuant to Section 1.3, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion; and (c) third, among other holders or employees of the Company to be allocated at the Company’s discretion; provided, however, that in no exclusion of such Holders’ Registrable Securities event shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities securities of the selling Holders included in the offering shall not be reduced below twenty percent (20%) 30% of the Registrable Securities requested to be total amount of securities included in such offering, and (iii) third, to unless such offering is the other Shareholders. If any Holder disapproves initial public offering of the terms of any such underwritingCompany’s securities, such Holder in which case, the selling stockholders may elect to withdraw therefrom by written notice to be excluded if the Company underwriters make the determination described above and the underwriter at least thirty (30) days prior to the effective date no other stockholder’s securities are included. For purposes of the registration statement. Any preceding sentence concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a partnership, corporation or venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners partners, stockholders and stockholders Affiliated Funds (as defined below) of such Holderholder, or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holderselling stockholder,” and any pro pro-rata reduction with respect to such “Holderselling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holderselling stockholder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s capital stock, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 2.2 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders of securities of underwriters selected by the Company whose securities are (or by other Persons entitled to be included in such registration select the underwriters) and underwriting) enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the managing underwriter or underwriters selected for determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwritingoffering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. Notwithstanding any other provision In the event that the underwriters determine that less than all of this Agreementthe Registrable Securities requested to be registered can be included in such offering, if then the managing underwriter(s) determine(s) Registrable Securities that are included in good faith that marketing factors require a limitation such offering shall be apportioned pro rata among the selling Holders based on the number of shares Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to be underwrittenby all such selling Holders. Notwithstanding the foregoing, 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 no event shall be allocated (i) first, to any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded from the Companyoffering, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities securities of the selling Holders included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering or (iii) third, to the other Shareholders. If any securities held by a Common Holder be included in such offering if any Registrable Securities held by any Holder disapproves other than a Common Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the terms preceding sentence concerning apportionment, for any selling stockholder that is a Holder of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, private equity fund, partnership or corporation, the affiliated venture capital funds, private equity funds, partners, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders members and retired partners and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If a registration statement for which Registration Statement referred to in the Company gives a notice pursuant to Section 2.2 (Company Registration) Piggyback Notice is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written noticeHolders. In such event, the right of any such Holder to include its Registrable Securities in such a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent as provided hereinin this Agreement. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. All Holders, whether or not they are participating in such offering, and the Company agree not to effect any transfer of Registrable Securities (or any securities of the Company exchangeable or convertible into Registrable Securities) during the “lock-up” periods set forth in such underwriting agreement or separate “lock-up” agreement. Notwithstanding any other provision of Section 2.01 or this AgreementSection 2.02, if any registration under Section 2.02(a) is undertaken other than in response to a Demand Notice delivered under Section 2.01 (in which case the corresponding provisions of Section 2.01(b) shall apply) and the managing underwriter(s) determine(s) underwriters with respect to the proposed offering advise the Company in good faith writing that marketing factors require a limitation on in their opinion the number of shares securities requested to be underwrittenincluded in such registration exceeds the number of securities which can be sold in such offering without being likely to have a material adverse effect on the offering of securities as then contemplated (including a material adverse effect on the price at which it is proposed to sell the securities), then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwritingCompany shall so advise all Holders of securities that would otherwise be included in such registration, and the number of shares securities that may be included in the registration and the underwriting shall be allocated allocated: (i) first, to securities being sold for the account of the Company, (ii) second, to each of pro rata among the Holders requesting inclusion of their Registrable Securities electing to participate in such registration statement on a pro rata basis based upon in accordance with this Section 2.02 according to the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities requested by such Holders to be included in such registration, and (iii) last, pro rata among the offering shall not be reduced below twenty percent (20%) other selling security holders of the Registrable Securities Company, if any, according to the total amount of securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such The defined term “Holder” shall be based upon construed for purposes of this Section 2.02(c) in the aggregate amount same manner as set forth in the last sentence of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceSection 2.01(b).

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written noticeSecurities. In such event, the right of any Holder to include its Holder’s Registrable Securities to be included in a registration pursuant to Section 2.2 (Company Registration) 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholdersstockholders’ securities are first excluded and provided further that no Registrable Securities of a Founder or Common Stock of XXX shall be included if any Registrable Securities of an Investor are excluded; , and provided, further, provided further that in any underwriting that is not in connection with the initial public offering of the Company’s initial public offering, Common Stock the amount number of shares of Registrable Securities included in the such offering shall not be reduced below twenty twenty-five percent (2025%) of the Registrable Securities requested to be total number of securities included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter underwriter, delivered at least thirty twenty (3020) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany's capital stock, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under Section 1.3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders' securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingby it (or by other persons entitled to select the underwriters). Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) representative of the underwriters advises the Company in good faith writing that marketing factors require a limitation on the number of shares to be underwritten, then the managing underwriter(srepresentative may (subject to the limitations set forth below) may exclude shares (including Registrable Securities) from the registration and the underwriting, and limit the number of shares that may Registrable Securities to be included in the registration and underwriting. Notwithstanding the underwriting shall be allocated foregoing, in no event shall: (i) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities securities of the selling Holders included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be total amount of securities included in such offering, unless such offering is the IPO, in which case the selling shareholder may be excluded if the underwriters make the determination described above and no other stockholder's securities are included or (iiiii) thirdnotwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. In the event that the Company receives notice from the representative of the underwriters to the other Shareholders. If any Holder disapproves effect that marketing factors require a limitation of the terms of any type described in this Section 1.8, then the securities included in the offering pursuant to which such underwriting, such Holder may elect to withdraw therefrom by written notice is given shall be apportioned pro-rata among the selling shareholders according to the Company and the underwriter at least thirty total amount of securities (30including, without limitation, Registrable Securities) days prior entitled to the effective date be included therein. For purposes of the registration statement. Any preceding sentence concerning apportionment, for any selling stockholder which is a holder of Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holderholder, or the estates and family members Family Members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” "selling stockholder", and any pro pro-rata reduction with respect to such “Holder” "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” "selling stockholder", as defined in this sentence. For purposes of this Agreement, a "Family Member" shall include, with respect to any person, such person's spouse, and the siblings, lineal descendants and ancestors of such person and/or his spouse.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) 3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written noticeSecurities. In such event, the right of any Holder to include its Holder's Registrable Securities to be included in a registration pursuant to Section 2.2 (Company Registration) 3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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) firstFIRST, to the Company, (ii) secondand SECOND, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter underwriter, delivered at least thirty (30) 20 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If The Company shall have the right to select an investment banking firm to act as managing underwriter from a registration statement list of five (5) investment banking firms chosen by the Initiating Holder out of the top ten managers of underwritten equity offerings in the country based on the volume of underwritten equity offerings for which the past two years. Notwithstanding any other provision of this Section 5.1, if the managing underwriter with respect to a proposed offering made pursuant to a Demand Request advises the Company gives a notice pursuant and the Holders in writing that, in its good faith opinion, the number of securities requested to Section 2.2 be included in such offering exceeds the number of securities which can be sold in such offering without being likely to have an adverse effect on the offering of securities as then contemplated (Company Registration) including the price at which it is for an underwritten offeringproposed to sell the securities), then the Company shall so advise the all Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder to include its Registrable Securities in a registration that would otherwise be underwritten pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwritinghereto, and the number of shares that may be included in the registration and the underwriting shall be allocated allocated: (i) first, to securities being sold for the Company, (ii) second, to each account of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon on the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offeringregistration by all such Holders; provided that if the Initiating Holder is unable to register at least 50% of its Registrable Securities proposed to be registered in its or their Demand Request, such Demand Request shall be deemed to have been withdrawn, but the Company shall be obligated to continue to pursue the registration of Registrable Securities initiated by the making of such Demand Request, and the Initiating Holder shall retain its rights to registration under this Section 5.1 as though no request for such registration had been made by such Holder; (ii) second, to securities being sold for the account of the Company; and (iii) thirdlast, to the any other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to shareholders the Company and the underwriter at least thirty (30) days prior may determine to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from allow to participate in the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant Initiating Holder intends to Section 2.2 (Company Registration) is for distribute the Registrable Securities covered by its request by means of an underwritten offeringunderwriting, then the Company it shall so advise the Holders of Registrable Securities Company as a part of its request made pursuant to subsection 2(a) and the Company shall include such information in the written noticenotice referred in subsection 2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder or other holder of securities of the Company to include its Registrable Securities securities in a such registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s 's or holders' participation in such underwriting and the inclusion of such Holder’s Registrable Securities 's or holders' securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder or holder) to the extent provided herein. All Holders and other holders of securities of the Company proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included as provided in such registration and underwritingSection 2(e)(iv)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this AgreementSection 2(a)(ii), if the managing underwriter(s) determine(s) underwriter advises the Initiating Holder in good faith writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Company shall so advise all Holders of Registrable Securities) from the Securities and other holders of registration and the underwritingrights which would otherwise be underwritten pursuant hereto, and the number of shares securities that may be included in the registration and the underwriting on behalf of each Holder or other holder shall be allocated (i) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro pro-rata basis based upon among the selling stockholders according to the total number of Registrable Securities then securities held by each such Holder; provided, however, that no exclusion selling stockholder and entitled to inclusion therein on the basis of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection a registration rights agreement with the Company’s initial public offering, the amount . For purposes of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) allocation of the Registrable Securities requested securities to be included in such any offering, and (iii) third, to the other Shareholders. If for any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that selling stockholder which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderholder (and in the case of a partnership, any affiliated partnerships), or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder"selling stockholder,” " and any pro pro-rata reduction with respect to such “Holder” "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder"selling stockholder,” " as defined in this sentence. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares.

Underwriting Requirements. If In connection with (i) any offering involving an underwriting of shares of the Company’s capital stock; or (ii) any registration of privately placed securities of the Company issued in connection with the acquisition of any “significant subsidiary” as such term is defined under Regulation S-X promulgated under the Securities Act, the Company shall not be required under Section 1.2 to include any of the Holders’ Registrable Securities in such underwriting unless they accept 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) in the case of (i), above, or they accept the terms of the majority subscribers or placement agent for the privately placed securities issued in connection with the acquisition in the case of (ii), above, and then only in such quantity as the underwriters or such persons determine, in their sole discretion, will not jeopardize the success of the offering by the Company or resale by such persons under a registration statement filed for which the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided hereinpurpose. All Holders proposing to distribute their Registrable Securities securities through such underwriting or to sell under such registration statement shall (together with the Company and the other holders of securities of the Company whose securities are to be included as provided in such registration and underwritingsubsection 1.3(e)) enter into an underwriting or other agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting or such other person. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon If the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the securities, including Registrable Securities requested by stockholders to be included in such offering, and exceeds the amount of securities sold other than by the Company that the underwriters or such persons determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters or such persons determine in their sole discretion will not jeopardize the success of the offering (iii) third, the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities requested to be included therein by each such selling stockholder or in such other Shareholders. If any Holder disapproves proportions as shall mutually be agreed to by such selling stockholders), but in no event shall (i) the amount of securities of the terms selling Holders included in the offering be reduced unless the securities of any such underwritingall other selling stockholders included in the offering are also reduced, such Holder may elect to withdraw therefrom by written notice to or (ii) the Company and the underwriter at least thirty (30) days prior to the effective date amount of securities of the registration statement. Any Registrable Securities excluded or withdrawn from selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such underwriting shall offering, unless such offering is the initial underwritten public offering of the Company’s securities, in which case such Holders may be excluded entirely if the underwriters make the determination described above and withdrawn from if the registrationsecurities of all other selling stockholders are excluded entirely. For purposes of the preceding parenthetical concerning apportionment, for any Holder selling stockholder that is a venture capital fundHolder of Registrable Securities and that is a partnership, partnership limited liability company or corporation, the affiliated venture capital fundspartners (or retired partners), partners, members (or retired partners members) and stockholders of such Holderselling stockholder, or the estates and family members of any such partners (retired partners), members (or retired members) or stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,selling stockholder” and any pro rata reduction with respect to such “Holderselling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,selling stockholder” as defined in this sentence.

Underwriting Requirements. If a registration statement for In connection with any offering ------------------------- contemplated by this Agreement which constitutes an underwriting, the Company gives a notice pursuant shall not be required to Section 2.2 (include any of the Holders' Registrable Securities or any securities of any Other Stockholders in such underwriting unless such Holders or Other Stockholders, as applicable, accept the terms of the underwriting as agreed upon between the Company Registrationand the underwriters selected by the person(s) entitled to select the underwriters, 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, such determination to be confirmed in writing upon the request of any Holder. If the total amount of Registrable Securities or other securities requested by Holders and Other Stockholders, as applicable, to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is for an underwritten compatible with the success of the offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder be required to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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 offering only (i) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total that number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) up to 100% of the Registrable Securities requested to be included in such registration) which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among all selling Holders according to the total amount of Registrable Securities requested for registration by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) and (ii) if all Registrable Securities requested for registration by the selling Holders are included in such offering, and that number of securities of the Company which the underwriters determine in their sole discretion will not jeopardize the success of the offering (iii) third, the securities so included to be apportioned pro rata among all Other Stockholders according to the total amount of securities (other Shareholdersthan Registrable Securities) requested for registration by such Other Stockholders). If any Holder of Registrable Securities or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such Holder Person may elect to withdraw therefrom by written notice to the Company Company, and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or securities so withdrawn from such underwriting shall also be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s capital stock, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 1.4 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless such Holders accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the underwriters selected by it (or by other holders of securities of persons entitled to select the Company whose securities are to be included in such registration underwriters) and underwriting) enter into an underwriting agreement in customary form with the managing such underwriter or underwriters selected for such underwritingunderwriters. Notwithstanding any other provision of this Agreement, if If the managing underwriter(s) determine(s) in good faith reasonably determines that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter(sunderwriters) may exclude shares (including Registrable Securities) from the registration and the underwriting, underwriting and the number of shares that may be included in the registration and the underwriting shall be allocated (i) allocated, first, to the Company, (ii) ; second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon on the total number of Registrable Securities then held by each the Holders desiring inclusion in such registration; and third, to any other stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that in no exclusion of such Holders’ Registrable Securities event shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities of the selling Holders included in the offering shall not such registration be reduced below twenty thirty percent (2030%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders (other than the stockholder(s), if any, requesting registration under this Section 1.4) in which event any or all of the Registrable Securities requested to of the Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any other selling stockholder be included in such offering, and (iii) third, to registration that would reduce the other Shareholders. If any Holder disapproves number of shares that may be included by Holders without the written consent of Holders of not less than a majority of the terms of any such underwriting, such Holder may elect Registrable Securities proposed to withdraw therefrom by written notice to be sold in the Company and the underwriter at least thirty (30) days prior to the effective date offering. For purposes of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For preceding sentence concerning apportionment, for any Holder selling stockholder that is a venture capital fund, Holder of Registrable Securities and that is a partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany's capital stock, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 1.3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders' securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders of securities of underwriters selected by the Company whose securities are (or by other persons entitled to be included in such registration select the underwriters) and underwriting) enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the managing underwriter or underwriters selected for such underwritingdetermine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other provision If the total amount of this Agreementsecurities, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares including Registrable Securities, requested by stockholders to be underwrittenincluded in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the managing underwriter(s) may exclude shares (Company shall be required to include in the offering only that number of such securities, including Registrable Securities) from , that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The Company will include in such registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated (i) first, the securities the Company proposes to the Companysell, and (ii) second, the Registrable Securities proposed to each be included in such registration. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders' securities have been first excluded. In the event that the underwriters determine that less than all of the Holders requesting inclusion of their Registrable Securities requested to be registered can be included in such registration statement on a offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata basis among the selling Holders based upon on the total number of Registrable Securities then held by each all selling Holders or in such Holder; providedother proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, however, that in no exclusion of such Holders’ Registrable Securities event shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities securities of the selling Holders included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be total amount of securities included in such offering, and (iii) third, to unless such offering is the other Shareholders. If any Holder disapproves initial public offering of the terms of any Company's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder's securities are included in such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date offering. For purposes of the registration statement. Any preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital fundsentities under common investment management, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” " and any pro rata reduction with respect to such “"selling Holder” " shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If In connection with any underwritten offering of a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringHolder’s Registrable Securities, then the Company shall so advise the Holders of Registrable Securities as part not be required under Section 2.3 to register any of such written notice. In such event, the right of any Holder to include its Registrable Securities in connection with such underwritten offering unless the Company consents to the underwriters selected by the Holders participating in the registration (which consent shall not be unreasonably withheld) and the Company shall be required to register Registrable Securities only in such quantity as the lead managing underwriter determines, in its good faith discretion, will not jeopardize the success of the offering by the Company. To the extent that the lead managing underwriter will not permit the registration of all of the Registrable Securities sought to be registered, in the case of a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and 2.1(a), the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of apportioned among the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis (based upon on the total number of Registrable Securities then held proposed to be registered by each such Holdereach); provided, however, that no exclusion the right of the underwriters to exclude Registrable Securities from the registration and underwriting as described above shall be restricted such Holders’ that all securities that are not Registrable Securities and all securities that are held by persons who are employees or directors 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. No Holder of Registrable Securities shall be made entitled to participate in an underwritten offering unless all other Shareholders’ securities are first excluded; such Holder enters into, and providedperforms its obligations under, further, that in one or more underwriting agreements and any underwriting that is not in connection related agreements and documents (which may include an escrow agreement and/or a power of attorney with respect to the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) disposition of the Registrable Securities requested Securities), in the form that such Holder shall agree to be included in such offering, and (iii) third, to with the other Shareholderslead managing underwriter of the transaction. If any Holder disapproves of the terms of any such underwriting, such Holder it may elect elect, prior to the execution of any underwriting agreement, to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentencelead managing underwriter.

Underwriting Requirements. If In connection with any underwritten offering of a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringHolder's Registrable Securities, then the Company shall so advise the Holders of Registrable Securities as part not be required under Section 2.3 to register any of such written notice. In such event, the right of any Holder to include its Registrable Securities in connection with such underwritten offering unless the Company consents to the underwriters selected by the Holders participating in the registration (which consent shall not be unreasonably withheld) and the Company shall be required to register Registrable Securities only in such quantity as the lead managing underwriter determines, in its good faith discretion, will not jeopardize the success of the offering by the Company. To the extent that the lead managing underwriter will not permit the registration of all of the Registrable Securities sought to be registered, in the case of a registration pursuant to Section 2.2 (Company Registration) 2.1(a), the Registrable Securities to be included shall be conditioned upon such Holder’s participation in such underwriting and apportioned among the inclusion Holders on a pro rata basis (based on the number of such Holder’s Securities proposed to be registered by each); provided, however, that the right of the underwriters to exclude Registrable Securities in from the registration and underwriting to the extent provided herein. All Holders proposing to distribute their as described above shall be restricted such that all securities that are not Registrable Securities through such underwriting shall (together with the Company and the other holders of all securities that are held by persons who are employees or directors of the Company whose (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. Those Registrable Securities and other securities that are excluded from the underwriting by reason of the managing underwriter's marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration and underwriting) enter into an underwriting agreement in customary form with shall be withheld from the market by the Holders thereof for a period, not to exceed 90 days, which the managing underwriter or underwriters selected for such underwritingreasonably determines necessary to effect the underwritten public offering. Notwithstanding any other provision No Holder of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made entitled to participate in an underwritten offering unless all other Shareholders’ securities are first excluded; such Holder enters into, and providedperforms its obligations under, further, that in one or more underwriting agreements and any underwriting that is not in connection related agreements and documents (which may include an escrow agreement and/or a power of attorney with respect to the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) disposition of the Registrable Securities requested Securities), in the form that such Holder shall agree to be included in such offering, and (iii) third, to with the other Shareholderslead managing underwriter of the transaction. If any Holder disapproves of the terms of any such underwriting, such Holder it may elect elect, prior to the execution of any underwriting agreement, to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentencelead managing underwriter.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the The right of any Holder to include its Registrable Securities "piggyback" in a registration an underwritten public offering of the Company's securities pursuant to Section 2.2 (Company Registration) 3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the any other holders of distributing their securities of the Company whose securities are to be included in through such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of Section 3 and this AgreementSection 7, if the managing underwriter(s) determine(s) in good faith underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, then underwritten the managing underwriter(s) underwriter may exclude shares (including some or all of the Registrable Securities) Securities from the such registration and the underwriting, and provided that the number of shares that may be included Holders are allowed to participate in the registration and offering in the underwriting shall be allocated same proportion (i) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement based on a pro rata basis based upon the total number of Registrable Securities then securities held by each such Holder; provided, however, that no exclusion Holders at the time of such Holders’ Registrable Securities shall be made unless all filing of the registration statement) as any other Shareholders’ securities are first excluded; and provided, further, that shareholder of the Company existing as of the date of this Agreement participating in any underwriting that is not the offering. Any reduction in connection with the Company’s initial public offering, the amount number of Registrable Securities included in such registration shall be borne equally by the offering shall not be reduced below twenty percent (20%) Holders as a group pro rata based on the number of shares held by such Holders at the time of filing of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholdersregistration statement. If any Holder disapproves of the terms of any such underwriting, such Holder it may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statementunderwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s equity securities, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 1.3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders of securities of underwriters selected by the Company whose securities are (or by other persons entitled to be included in such registration select the underwriters) and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwritingunderwriters, and then only in such quantity as the number underwriters determine in their sole discretion will not jeopardize the success of shares that may be included in the registration and the underwriting shall be allocated (i) first, to offering by the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any a Holder disapproves of the terms of any such underwriting, such the Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities and any securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration; provided, however, that if by the registrationwithdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used below in determining the underwriters’ limitation. If the total amount of securities, including Registrable Securities, requested by the Company’s equity holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other members’ (or stockholders’, if applicable) securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other member’s (or stockholder’s, if applicable) securities are included in such offering. For purposes of the preceding sentence concerning apportionment, for any Holder selling equity holder that is a Holder of Registrable Securities and that is an institutional, private equity, hedge or venture capital investment fund, partnership or corporation, the affiliated institutional, private equity, hedge or venture capital investment funds, partners, retired partners and stockholders of such Holder, any fund which is controlled by or under common control with one or more general partners of such Holder, any fund that is managed and governed by the same management company as such Holder, any fund that controls such Holder or any fund that is controlled by, under common control with, managed or advised by the same management company or registered investment advisor that controls, is under common control with, manages or advises the fund that controls such Holder, or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If a (a) The Holders requesting registration statement for which under Section 2 must distribute the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part covered by their request by means of such written noticea public offering underwritten by a reputable national or regional underwriter. In such event, the The right of any Holder to include its Registrable Securities in a such registration pursuant to under Section 2.2 (Company Registration) 2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included as provided in such registration and underwritingSection 5(e)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this AgreementSection 2, if the managing underwriter(s) determine(s) underwriter advises the Initiating Holders in good faith writing that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Initiating Holders shall so advise all Holders of Registrable Securities) from the registration and the underwritingSecurities which would otherwise have been underwritten pursuant to Section 2, and the number of shares of Registrable Securities that may be included in the registration and the underwriting shall be allocated (i) firstapportioned first pro rata among the selling Holders, including the Initiating Holders, according to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included sold in such offeringregistration by such Holders, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice then to the Company and the underwriter at least thirty (30) days prior then pro rata among any other selling stockholders according to the effective date total amount of the registration statement. Any Registrable Securities excluded or withdrawn from securities otherwise entitled to be included therein owned by each such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holderselling stockholder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” other proportions as defined in this sentenceshall mutually be agreed to by such selling stockholders.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares being issued by the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under Section 3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders' securities in such underwriting and underwriting: (i) unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders underwriters selected by it, and then only in such quantity as is provided for herein or (ii) if inclusion would reduce the amount of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with pursuant to a request under Section 7.2 of the managing underwriter or Series C Agreement. If the underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith determine that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter(s) underwriters may exclude shares (including Registrable Securities) from the registration and the underwriting, and limit the number of shares that may Registrable Securities to be included in the registration and on a pro- rata basis, or may exclude Registrable Securities entirely from such registration (the underwriting shall securities so included to be allocated (i) first, apportioned pro rata among the selling Holders according to the Company, (ii) second, total amount of securities entitled to be included therein owned by each of the Holders requesting inclusion of their Registrable Securities selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall any shares being sold by a stockholder exercising a demand registration statement on right similar to that granted in Section 2 be excluded from such offering. For purposes of apportionment, any selling Holder which is a pro rata basis based upon the total number Holder of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling Holder,” ", and any pro rata reduction with respect to such “"selling Holder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling Holder,” ", as defined in this sentence.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offering, then the The Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting either (A) by the Company in the case of an underwriting pursuant to Section 6(f)(i)(B) or (B) by the Holders of a majority of the Registrable Securities being registered and agreed to by the Company in the case of an underwriting pursuant to Section 6(f)(ii). Notwithstanding In any registration pursuant to Sections 6(f)(i)(B) or 6(f)(ii), each Holder shall take all action with respect to executing such underwriting agreement, including being liable in respect of (A) any representations and warranties being made by each Holder, and (B) any indemnification agreements and “lock-up” agreements made by each Holder for the benefit of the underwriters in such underwriting agreement; provided, however, that (1) with respect to individual representations and warranties regarding such matters as legal capacity or due organization of such Holder, authority to participate in the underwritten public offering, compliance by such Holder with laws and agreements applicable to it, ownership (free and clear of liens, charges, encumbrances and adverse claims) of Registrable Securities to be sold by such Holder and accuracy of information with respect to such Holder furnished for inclusion in any disclosure document relating to each underwritten public offering, the aggregate amount of such liability shall not exceed the net proceeds received by such participating Holder from the underwritten public offering and (2) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other provision representations, warranties and indemnities of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number sellers 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, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a underwritten public offering, the aggregate amount of such liability shall not exceed the lesser of (y) such Holder’s pro rata basis based upon portion of any such liability, in accordance with such Holder’s portion of the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the underwritten public offering shall not be reduced below twenty percent or (20%z) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, net proceeds received by such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceunderwritten public offering.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares issued by the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 5.2 to include its any of a Holder's Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and unless such Holder accepts the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders of securities of underwriters selected by the Company whose securities are to be included in such registration and underwriting) enter enters into an underwriting agreement in customary form with the managing an underwriter or underwriters selected for such underwritingby the Company. Notwithstanding any other provision If the total amount of this Agreementsecurities, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares including Registrable Securities, requested by shareholders to be underwrittenincluded in such offering exceeds the amount of securities to be sold, other than by the Company, that the underwriters determine in their reasonable discretion is compatible with the success of the offering, then the managing underwriter(s) may exclude shares (Company shall be required to include in the offering only that number of such securities, including Registrable Securities) from , that the underwriters determine in their good faith opinion will not jeopardize the success of the offering. If such registration and as initially proposed by the underwritingCompany was in whole or in part requested by holders of securities of the Company, and other than the Holders of Registrable Securities in their capacities as such, pursuant to demand registration rights, then the number of shares that may be included in the registration and the underwriting shall be allocated as follows: (ix) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the Companypriorities then existing among the Company and such holders, (iiy) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offeringregistration by Holders of Registrable Securities, pro rata on the basis of the number of Registrable Securities requested to be included in such registration and (iiiz) thirdlast, to the any other Shareholders. If any Holder disapproves securities of the terms of any Company proposed to be included in such underwritingregistration, such Holder may elect to withdraw therefrom by written notice to allocated among the holders thereof in accordance with the priorities then existing among the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statementsuch holders. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. (a) If a registration statement for which the Company gives a notice pursuant Initiating Holders intend to Section 2.2 (Company Registration) is for distribute the Registrable Securities covered by their request by means of an underwritten offeringunderwriting, then the Company they shall so advise the Holders of Registrable Securities Company as a part of their request made pursuant to this Section 2.1 or any request pursuant to Section 2.3, and the Company shall include such information in the written noticenotice referred to in Section 2.1(a) or Section 2.3(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in a such registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Holders of at least sixty percent (60%) of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this AgreementSection 2.1 or Section 2.3, if the managing underwriter(s) determine(s) in good faith underwriter advises the Company that marketing factors require a limitation on of the number of shares securities to be underwritten, then the managing underwriter(s) may exclude shares underwritten (including Registrable Securities) from then the registration and the underwritingCompany shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the registration and the underwriting shall be allocated (i) first, to the Company, (ii) second, to each Holders of the Holders requesting inclusion of their such Registrable Securities in such registration statement on a pro rata basis based upon on the total number of Registrable Securities then held by each such Holderall Holders (including the Initiating Holders); provided, however, that no exclusion the number of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount shares of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, underwriting and (iii) third, to the registration shall not be reduced unless all other Shareholders. If any Holder disapproves securities of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Company are first entirely excluded from the Company underwriting and the underwriter at least thirty (30) days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which the Company Parent gives a notice pursuant to Section 2.2 (Company Registration) 1.2 is for an underwritten offering, then the Company Parent shall so advise the Holders of Registrable Securities as part of such written noticeHolders. In such event, the right of any Holder to include its Holder’s Registrable Securities to be included in a registration pursuant to Section 2.2 (Company Registration) 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing If a Holder proposes to distribute their its Registrable Securities through such underwriting underwriting, it shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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 CompanyParent, (ii) second, to security holders entitled to registration rights pursuant to a written agreement with Parent dated as of a prior date than the date of this Agreement, third to each of the Holders requesting inclusion pursuant to this Agreement based on the ratio of their Registrable Securities in such registration statement on a pro rata basis based upon the total number shares of Registrable Securities then Acquiror’s Common Stock held by each such Holder; providedsecurity holder or Holders, howeveras applicable, that no exclusion divided by the aggregate amount shares of Acquiror’s Common Stock held by all such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; security holders and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in Holder being registered by such offeringsecurity holders or Holders at such time, and (iii) thirdfourth, to the any other Shareholderssecurityholder. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Parent and the underwriter underwriter, delivered at least thirty twenty (3020) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any If a Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If In connection with any underwritten offering of a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringHolder's Registrable Securities, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of not be required to register any Holder to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and connection with an underwritten offering unless the inclusion of such Holder’s Registrable Securities in Holder accepts the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with underwriters selected by the Company and then only in such quantity as the other holders of securities lead managing underwriter determines, in its good faith discretion, will not jeopardize the success of the Company whose securities offering by the Company. To the extent that the lead managing underwriter will not permit the registration of all of the Registrable Securities sought to be registered pursuant to this Section 2, the Registrable Securities to be included shall be apportioned among the Holders on a pro rata basis (based on the number of shares of Common Stock proposed to be registered by each). Those Registrable Securities that are excluded from the underwriting by reason of the managing underwriter's marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration and underwriting) enter into an underwriting agreement in customary form with shall be withheld from the market by the Holders thereof for a period, not to exceed 90 days, which the managing underwriter or underwriters selected for such underwritingreasonably determines necessary to effect the underwritten public offering. Notwithstanding any other provision No Holder of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made entitled to participate in an underwritten offering unless all other Shareholders’ securities are first excluded; such Holder enters into, and providedperforms its obligations under, further, that in one or more underwriting agreements and any underwriting that is not in connection related agreements and documents (including an escrow agreement and/or a power of attorney with respect to the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) disposition of the Registrable Securities requested Securities), in the form that such Holder shall agree to be included in such offering, and (iii) third, to with the other Shareholderslead managing underwriter of the transaction. If any Holder disapproves of the terms of any such underwriting, such Holder it may elect elect, prior to the execution of any underwriting agreement, to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days lead managing underwriter. Any Registrable Securities so withdrawn from an underwriting by such Holder shall be withdrawn from such registration and shall not be transferred in a public distribution prior to 180 days following the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceRegistration Statement relating thereto.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the The right of any Holder to include its Registrable Securities ------------------------- "piggyback" in a registration an underwritten public offering of the Company's securities pursuant to Section 2.2 (Company Registration) 3 shall be conditioned con ditioned upon such Holder’s 's participation in such underwriting underwrit ing and the inclusion of such Holder’s 's Registrable Securities Securi ties in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the any other holders of distributing their securities of the Company whose securities are to be included in through such registration and underwriting) enter into an underwriting agreement in customary cus tomary form with the managing underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of Section 3 and this AgreementSection 7, if the managing underwriter(s) determine(s) in good faith under writer determines that marketing factors require a limitation on limita tion of the number of shares to be underwritten, then the managing underwriter(s) un derwriter may exclude shares (including some or all Registrable Securities) Securities from the such registration and the underwriting, and . Any reduction in the number of shares that may be included in the registration and the underwriting shall be allocated (i) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in such registration shall be borne first by the offering shall not be reduced below twenty percent (20%) Founding Managers pro rata based on the number of shares, if any, for which registration was requested by the Registrable Securities requested to be included in such offeringFounding Managers, and (iii) third, to then equally by the other ShareholdersHolders as a group pro rata based on the number of shares for which registration was requested by such Holders. If any Holder disapproves of the terms of any such underwriting, such Holder it may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statementunderwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written noticeSecurities. In such event, the right of any Holder to include its Holder’s Registrable Securities to be included in a registration pursuant to Section 2.2 (Company Registration) 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities of all stockholders that are not Holders are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offeringan Initial Offering, the amount number of shares of Registrable Securities included in the offering such underwriting shall not be reduced below twenty percent five (2025%) percent of the Registrable Securities requested to be total number of securities included in such offering, and (iii) third, to the other Shareholdersunderwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter underwriter, delivered at least thirty twenty (3020) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a an institutional fund, private equity fund, hedge fund, venture capital fund, mutual fund, partnership or corporation, the affiliated venture capital funds, other pooled vehicles and discretionary client accounts, any fund which is controlled by or under common control with one or more general partners of such Holder, any fund that is managed and governed by the same management company as such Holder, any fund that controls such Holder or any fund or, in the case of MSIM, Fidelity, X. Xxxx or Xxxxxxx, any Discretionary Account that is controlled by, under common control with, managed or advised by the same management company or registered investment advisor (or an affiliate of such management company or registered investment advisor) as such Holder, and the partners, retired partners partners, members, former members and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners partners, members, former members or stockholders, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written noticeSecurities. In such event, the right of any Holder to include its Holder’s Registrable Securities to be included in a registration pursuant to Section 2.2 (Company Registration) 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such HolderHolder and third, to any other stockholders participating in such registration; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholdersstockholders’ securities are first excluded; , and provided, provided further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount number of shares of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) 25% of the Registrable Securities requested to be total number of securities included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter underwriter, delivered at least thirty (30) 20 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders Affiliates of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons Holder shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which the Company gives a notice In connection with any offering pursuant to Section 2.2 (Company Registration) is for 3.2 involving an underwritten offeringunderwriting of Securities, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under Section 3.2 to include its any of the Holders' or Special Warrantholders' Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting unless the Holders and Special Warrantholders accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders underwriters selected by it. If the managing underwriter advises the Company in writing that in its opinion the total number or dollar amount of securities of the Company whose securities are requested to be included in such registration exceeds the number or dollar amount of securities which can be offered and underwritingsold on reasonable terms and price under prevailing market conditions, the Company will include in such registration first the securities which the Company proposes to sell, if the registration was initiated by the Company, or the securities which the Initiating Shareholders propose to sell, if the registration was initiated by or for shareholders of the Company with contractual registration rights (the "Initiating Shareholders"), and then the remaining number and dollar amount of securities of the Company which, in the opinion of the underwriter, can be sold shall be allocated among (i) enter into the Selling Holders, (ii) the Special Warrantholders, (iii) other persons or entities with contractual registration rights seeking to include their securities of the Company in the registration statement (the "Other Holders") (collectively, the Selling Holders, the Special Warrantholders, and the Other Holders shall be referred to as the "Registration Participants") and, (iv) in the case where the registration was initiated by or for Initiating Shareholders, the Company, in proportion to the number of shares of Common Stock or other securities each such person has elected to include in the registration statement. Notwithstanding the foregoing, if the Company proposes to sell any of its securities under the 1933 Act pursuant to the terms of warrants, rights or convertible securities which are being registered in connection with the registration of such warrants, rights or convertible securities or in connection with dividend reinvestment plans, the Company shall have no obligation to register Registrable Securities for sale as part of the offering of such warrants, rights or convertible securities unless the Registrable Securities cannot be registered and sold in an underwriting agreement in customary form with offering conducted subsequent to such offering, and provided that if the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreementtheir representative, or the selling dealers or their representatives, if the managing underwriter(s) determine(s) any, determine, reasonably and in good faith that marketing factors require a limitation on the number of securities in any registration exceeds the number of shares which can be offered and sold on reasonable terms and price under prevailing market conditions, the Company will include in its registration the warrants, rights or convertible securities which the Company proposes to be underwrittensell and then, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwritingin a subsequent offering, and the number and dollar amount of shares that may be included Common Stock or other securities of the Company which the Registration Participants seek to include in the registration statement and which can be sold under prevailing market conditions, reduced, if necessary, on a proportionate basis among the underwriting shall be allocated (i) firstRegistration Participants as described above. Please execute this letter below to indicate your acceptance of this amendment. Sincerely, UNIVERSAL STANDARD HEALTHCARE, INC. /s/ Alan X. Xxx Alan X. Xxx, Xxief Financial Officer The undersigned hereby consents to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, amendment to the other ShareholdersOriginal Stockholders Agreement set forth above. If any Holder disapproves SIGNAL CAPITAL CORP. By: /s/ Thomxx X. Xxxxxx -------------------------- Its: Sr. Investment Manager ------------------------- The amendment set forth above is hereby acknowledged by Laboratory Corporation of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statementAmerica Holdings. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.LABORATORY CORPORATION OF AMERICA HOLDINGS By: /s/ Bradxxxx X. Xxxxx -------------------------- Its: Executive Vice President -------------------------

Underwriting Requirements. If a registration statement for which (a) In connection with any offering involving an underwriting of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s Shares, then the Company shall so advise not be required to Register the Holders Registrable Shares of a Registrable Securities as part of Holder under this clause 3 unless such written notice. In such event, the right of any Holder to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities Shares are included in the underwriting to the extent provided herein. All Holders proposing to distribute their underwritten offering and such Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter Holder enters into an underwriting agreement in customary form with the managing underwriter or underwriters of internationally recognized standing selected by the Company and approved by the Registrable Holders in writing, and setting forth such terms for such underwritingthe underwritten offering as have been agreed upon between the Company and the underwriters. Notwithstanding any other provision In the event the underwriters advise Registrable Holders seeking Registration of Registrable Shares pursuant to this Agreementclause 3 in writing that market factors (including the aggregate number of Registrable Shares requested to be Registered, if the managing underwriter(sgeneral condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) determine(s) in good faith that marketing factors require a limitation on of the number of shares Registrable 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 Company shall include in the registration and the underwriting shall be allocated such Registration (i) first, the Shares of that the Company proposes to the Company, sell; (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities Shares requested to be included in such offering, therein by Registrable Holders; and (iii) third, the Shares requested to be included therein by holders of Shares other than Registrable Holders; provided, that in any event the other Shareholders. If any Holder disapproves holders of Registrable Shares shall be entitled to register the offer and sale or distribute at least 50% of the terms of Registrable Shares so requested to be included in any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceRegistration.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written noticeSecurities. In such event, the right of any Holder to include its Holder’s Registrable Securities to be included in a registration pursuant to Section 2.2 (Company Registration) 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that in no exclusion of such Holders’ Registrable Securities event shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities securities of the selling Holders included in the offering shall not such registration be reduced below twenty five percent (2025%) of the Registrable Securities requested to be total amount of securities included in such offering, and unless such offering is the initial public offering of the Company’s securities in which case the Holders may be excluded in their entirety; provided further, however, that in no event shall the amount of securities of the selling Holders who are not Founders included in such registration be reduced unless all shares held by the Founders are first excluded from such registration (iii) third, to other than shares of Common Stock held by a Founder as a result of the other Shareholdersconversion of shares of Preferred Stock held by such Founder in his capacity as an Investor herewith). If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter underwriter, delivered at least thirty (30) 15 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s capital stock, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 2.2 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders of securities of underwriters selected by the Company whose securities are (or by other Persons entitled to be included in such registration select the underwriters) and underwriting) enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the managing underwriter or underwriters selected for such underwritingdetermine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other provision If the total amount of this Agreementsecurities, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares including Registrable Securities, requested by stockholders to be underwrittenincluded in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the managing underwriter(s) may exclude shares (Company shall be required to include in the offering only that number of such securities, including Registrable Securities) from , that the registration and underwriters determine in their sole discretion will not jeopardize 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, (ii) second, to each success of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon offering. In the total number of Registrable Securities then held by each such Holder; provided, however, event that no exclusion of such Holders’ Registrable Securities shall be made unless the underwriters determine that less than all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded from the offering, (ii) the amount of securities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering and (iii) thirdnotwithstanding (ii) above, any shares being sold by a stockholder exercising a demand registration right similar to the other Shareholdersthat granted in Section 2.1 be excluded from such offering. If any Holder disapproves For purposes of the terms preceding sentence concerning apportionment, for any selling stockholder that is a Holder of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders members and retired partners and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registrationa) is for In connection with any offering involving an underwritten offering, then the Company shall so advise the Holders underwriting of OTK Registrable Securities as part of such written notice. In such eventSecurities, the right of any Holder to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting Selling Shareholder shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. In the event the Selling Shareholder initiates the Underwritten Takedown and is the sole selling shareholder, the Selling Shareholder shall select the managing underwriter(s) of such Underwritten Takedown. In the event other Holders elect to participate in an Underwritten Takedown initiated by the Selling Shareholder, the Selling Shareholder shall appoint two (2) as managing underwriters and the Company shall appoint one (1) as managing underwriter of such Underwritten Takedown, which selection neither the Company nor the Selling Shareholder may unreasonably reject. Any managing underwriter selected in accordance with this Section 2.3 shall be a nationally recognized investment banking firm. Notwithstanding any other provision of this AgreementSection 2.3, if the managing underwriter(s) determine(sin any underwritten offering of OTK Registrable Securities advise(s) in good faith the Company and/or the Selling Shareholder that marketing factors require a limitation on the number of shares ADSs to be underwrittenunderwritten is necessary in order to sell the ADSs in an orderly manner at a price that is acceptable, as the case may be, to the Company, the Holders under the Existing RRA and the Selling Shareholder, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwritingonly that number of ADSs will be included in such registration. In any underwritten offering pursuant to this Agreement, and the number of shares Registrable Securities that may be included in the registration and the underwriting such underwritten offering shall be allocated (i) first, to the Company, securities that the Company proposes to sell; (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offeringregistration by Holders under the Existing RRA, and allocated in accordance with the terms of the Existing RRA; (iii) third, to the Selling Shareholder; and (iv) fourth, to any other Shareholders. If any Holder disapproves holder, if any, of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the Company’s equity securities with registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that rights which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed entitled to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceregistration.

Underwriting Requirements. If a registration statement for which In connection with any underwritten public offering of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s share capital, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section ‎1.3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and offering unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the underwriters selected by it (or by other holders of securities of persons entitled to select the Company whose securities are underwriters) (which underwriter or underwriters shall be reasonable acceptable to be included in such registration the participating Holders) and underwriting) enter into an underwriting agreement in customary form with the managing an underwriter or underwriters selected for such underwritingby the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) underwriter determines in good faith that marketing factors require a limitation on of the number of shares (including Registrable 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 allocated, (i) first, to the Company, and (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement pro-rata, based on a pro rata basis based upon the total number of Registrable Securities then held by each the Holders of Registrable Securities requesting to be included in such Holderregistration; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with following the Company’s initial public offeringInitial Offering, the amount number of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, underwriting and registration shall not be below twenty-five percent (iii25%) third, to the other Shareholders. If any Holder disapproves of the terms total amount of any shares included in such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For purposes of the second preceding sentence, concerning apportionment, for any Holder selling shareholder that is a venture capital fundHolder of Registrable Securities and that is a partnership, partnership limited liability company or corporation, the affiliated venture capital fundspartners, members, retired partners, retired partners members and stockholders shareholders of such Holder, or the estates and family members of any such partners, stockholders members and retired partners partners, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If a registration statement for which (1) In connection with any offering involving an underwriting of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s Common Stock initiated by the Company, then the Company shall so advise not be required to register the Holders of Registrable Securities as part of such written notice. In such event, the right of any a Holder to include its Registrable Securities in a registration pursuant to under this Section 2.2 (Company Registration) unless such Holder shall be conditioned upon include such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through and such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter Holder enters into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company and setting forth such terms for such underwritingthe underwriting as have been agreed upon between the Company and the underwriters. Notwithstanding any other provision In the event the underwriters advise Holders seeking registration of the sale of Registrable Securities pursuant to this AgreementSection 2.2 in writing that market factors (including the aggregate number of Registrable Securities requested to be registered, if the managing underwriter(sgeneral condition of the market, and the status of the Persons proposing to sell securities pursuant to the registration) determine(s) in good faith that marketing factors require a limitation on of the number of shares securities to be underwritten, then the managing underwriter(s) underwriters may exclude shares (including some or all Registrable Securities) Securities from the registration and underwriting after excluding any other securities from the underwritingunderwriting (other than any Securities which the Company may seek to include in the underwriting for its own account), and the number of shares securities and Registrable Securities that may be included in the registration and the underwriting shall be allocated (i) first, to the Company, and (ii) secondthereafter, to each of among the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon in proportion, as nearly as practicable, to the total number respective amounts of Registrable Securities then held by each which the Holders would otherwise be entitled to include in the registration (it being understood that solely for purposes of determining the amount of securities that may be included in such Holder; providedregistration pursuant to the foregoing clause (ii) of this Section 2.2(c)(1), however, that no exclusion the definitions of such Holders’ Holders and Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; deemed to include “Holders” and provided“Registrable Securities,” respectively, furthereach as defined in that certain Stockholders Rights Agreement dated on or around the date of this Agreement, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, by and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to among the Company and the underwriter at least thirty E-town International Investment and Development Co., Ltd. (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceOther Stockholders Agreement”)).

Underwriting Requirements. If a registration statement for which In connection with any underwritten public offering of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s share capital, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 1.3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and offering unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the underwriters selected by it (or by other holders of securities of persons entitled to select the Company whose securities are underwriters) (which underwriter or underwriters shall be reasonable acceptable to be included in such registration the participating Holders) and underwriting) enter into an underwriting agreement and such other documents reasonably requested by the underwriter in customary form with the managing an underwriter or underwriters selected for such underwritingby the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) underwriter determines in good faith that marketing factors require a limitation on of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwritingto be underwritten pursuant to this Section 1.3, and the number of shares that may be included in the registration and the underwriting shall be allocated allocated, (i) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Preferred Registrable Securities in such registration statement pro-rata, based on a pro rata basis based upon the total number of Preferred Registrable Securities then held by each the Holders of Preferred Registrable Securities requesting to be included in such Holderregistration; provided, however, that no exclusion the number of such Holders’ Preferred Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, underwriting and registration shall not be below thirty percent (30%) of the total amount of shares in such registration; and (iii) third, to the other Shareholders. If any Holder disapproves Holders of Ordinary Registrable Securities pro-rata, based on the terms total number of any Ordinary Registrable Securities then held by the Holders of Ordinary Registrable Securities requesting to be included in such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For purposes of the second preceding sentence, concerning apportionment, for any Holder selling shareholder that is a venture capital fundHolder of Registrable Securities and that is a partnership, partnership limited liability company or corporation, its Permitted Transferee (as such term is defined in the affiliated venture capital fundsCompany's Articles of Association then in effect), the partners, members, retired partners, retired partners members and stockholders shareholders of such Holder, or the estates and family members of any such partners, stockholders members and retired partners partners, retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If a registration statement for which MHR intends to distribute the Company gives a notice Registrable Securities covered by its request pursuant to Section 2.2 (Company Registration) is for 1.1 or Section 1.3 by means of an underwritten offeringunderwriting, then the Company MHR shall so advise the Holders of Registrable Securities Company as a part of its request made pursuant to Section 1.1 or Section 1.3, and if the Company intends to distribute shares of its capital stock pursuant to Section 1.2 by means of an underwriting, the Company shall include such written noticeinformation in the Piggyback Notice. The underwriter will be an investment banking firm of national standing selected by the Company, subject to the consent of MHR in connection with a registration pursuant to Section 1.1 or Section 1.3 (which consent shall not be unreasonably withheld, conditioned or delayed). In such event, the right of any Holder MHR to include its Registrable Securities in a such registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such HolderMHR’s participation in such underwriting and the inclusion of such HolderMHR’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with MHR and the Company and the other holders of securities of the Company whose securities are to be included (as provided in such registration and underwritingSection 1.5(e)) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this AgreementSection 1.4, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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 allocated, (a) in the case of (x) a primary registration by the Company under Section 1.2, (i) first, to the Company, (ii) second, to MHR, Parent and each of the Holders requesting inclusion Key Holders, with such registrable securities and shares of their Registrable Securities in such capital stock requested by any of them pursuant to piggy back registration statement on a rights held by any of them to be allocated pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion shares of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount Common Stock (determined on a fully diluted and as converted to Common Stock basis assuming full conversion or exercise of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) all of the Registrable Securities requested to be included in Company’s convertible securities and Options) owned by such offeringholder, and (iii) third, to each of the other Shareholders. If any Holder disapproves holders of shares of capital stock of the terms Company requesting inclusion of any their securities in such underwritingregistration statement pursuant to piggyback registration rights granted to such holders to be allocated among such holders thereof pro rata based on the number of shares of Company Common Stock (determined on a fully diluted and as converted to Common Stock basis assuming full conversion or exercise of all of the Company’s convertible securities and Options) owned by each such holder, such Holder may elect to withdraw therefrom and (y) a secondary registration by written notice the Company under Section 1.2, (i) first, to the Company stockholder having the right to require such secondary registration, (ii) second, to MHR, Parent and the underwriter at least thirty (30) days prior to the effective date each of the registration statement. Any Registrable Securities excluded or withdrawn from Key Holders, with such underwriting shall be excluded registrable securities and withdrawn from the registration. For any Holder that is a venture shares of capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of stock requested by any of the foregoing persons shall be deemed them pursuant to piggy back registration rights held by any of them to be a single “Holder,” and any allocated pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount number of shares carrying of the Company’s Common Stock (determined on a fully diluted and as converted to Common Stock basis assuming full conversion or exercise of all of the Company’s convertible securities and Options) owned by such holder, and (iii) third, to each of the other holders of shares of capital stock of the Company requesting inclusion of their securities in such registration statement pursuant to piggyback registration rights granted to such holders to be allocated among such holders thereof pro rata based on the number of shares of Company Common Stock (determined on a fully diluted and as converted to Common Stock basis assuming full conversion or exercise of all of the Company’s convertible securities and Options) owned by all entities each such holder, and individuals included (b) in the case of a registration pursuant to MHR’s rights under Section 1.1 or Section 1.3, (i) first, to MHR, and (ii) second, to each of the other holders of shares of capital stock of the Company requesting inclusion of their securities in such “Holder,” registration statement pursuant to piggyback registration rights granted to such holders to be allocated among such holders thereof pro rata based on the number of shares of Company Common Stock (determined on a fully diluted and as defined in this sentenceconverted to Common Stock basis assuming full conversion or exercise of all of the Company’s convertible securities and Options) owned by each such holder.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s capital stock, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 1.3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders of securities of underwriters selected by the Company whose securities are (or by other Persons entitled to be included in such registration select the underwriters) and underwriting) enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the managing underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company; provided, that no Holder shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such Holder and its ownership of and title to the Registrable Securities; and any liability of such Holder to any underwriter or underwriters selected for other Person under such underwritingunderwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the net proceeds (after deducting any underwriting discount or commission) that it derives from such registration. Notwithstanding any other provision If the total amount of this Agreementsecurities, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares including Registrable Securities, requested by stockholders to be underwrittenincluded in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the managing underwriter(s) may exclude shares (Company shall be required to include in the offering only that number of such securities, including Registrable Securities) from , that the registration and underwriters determine in their sole discretion will not jeopardize 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, (ii) second, to each success of the Holders requesting inclusion of their offering. In no event shall any Registrable Securities in be excluded from such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made offering unless all other Shareholdersstockholders’ securities are securities, including the Registrable Securities held by the Key Holders, have been first excluded; and provided, further, . In the event that in any underwriting the underwriters determine that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) less than all of the Registrable Securities requested to be registered can be included in such offering, and (iii) thirdthen the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, to in no event shall the other Shareholders. If any Holder disapproves amount of securities of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to selling Holders included in the Company and the underwriter at least thirty offering be reduced below thirty-three percent (3033%) days prior to the effective date of the registration statementtotal amount of securities included in such offering. Any For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders members, and retired partners and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written noticeSecurities. In such event, the right of any Holder to include its Holder’s Registrable Securities to be included in a registration pursuant to Section 2.2 (Company Registration) 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of the Holders (other than any Holder who is also a Common Holder) requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder, third, to each Holder who is also a Common Holder requesting inclusion of his Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each Holder who is also a Common Holder, and fourth, to any other securityholder; provided, however, that no exclusion the right of such Holders’ the underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above in this Section 1.8 shall be restricted so that: (i) the number of Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that then held by the Investors included in any underwriting that such registration is not reduced below twenty-five percent (25%) of all the shares included in connection with the registration, except for a registration relating to the Company’s initial public offeringoffering of its Common Stock, the amount of from which all Registrable Securities included in the offering may be excluded and (ii) all shares held by securityholders that are not Registrable Securities shall not first be reduced below twenty percent excluded from such registration and underwriting before any Registrable Securities are so excluded, unless holders of two-thirds (20%2/3) of the Registrable Securities requested to be included in then outstanding approve the inclusion of such offering, and (iii) third, to the other Shareholdersshares held by securityholders that are not Registrable Securities. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter underwriter, delivered at least thirty twenty (3020) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If In connection with any underwritten ------------------------- offering of a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringHolder's Registrable Securities, then the Company shall so advise the Holders of Registrable Securities as part not be required under Section 2.3 to register any of such written notice. In such event, the right of any Holder to include its Registrable Securities in connection with such underwritten offering unless the Company consents to the underwriters selected by the Holders participating in the registration (which consent shall not be unreasonably withheld) and the Company shall be required to register Registrable Securities only in such quantity as the lead managing underwriter determines, in its good faith discretion, will not jeopardize the success of the offering by the Company. To the extent that the lead managing underwriter will not permit the registration of all of the Registrable Securities sought to be registered, in the case of a registration pursuant to Section 2.2 (Company Registration) 2.1(a), the Registrable Securities to be included shall be conditioned upon such Holder’s participation in such underwriting and apportioned among the inclusion Holders on a pro rata basis (based on the number of such Holder’s Securities proposed to be registered by each); provided, however, that the right of the underwriters to exclude -------- ------- Registrable Securities in from the registration and underwriting to the extent provided herein. All Holders proposing to distribute their as described above shall be restricted such that all securities that are not Registrable Securities through such underwriting shall (together with the Company and the other holders of all securities that are held by persons who are employees or directors of the Company whose (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. Those Registrable Securities and other securities that are excluded from the underwriting by reason of the managing underwriter's marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration and underwriting) enter into an underwriting agreement in customary form with shall be withheld from the market by the Holders thereof for a period, not to exceed 90 days, which the managing underwriter or underwriters selected for such underwritingreasonably determines necessary to effect the underwritten public offering. Notwithstanding any other provision No Holder of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made entitled to participate in an underwritten offering unless all other Shareholders’ securities are first excluded; such Holder enters into, and providedperforms its obligations under, further, that in one or more underwriting agreements and any underwriting that is not in connection related agreements and documents (which may include an escrow agreement and/or a power of attorney with respect to the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) disposition of the Registrable Securities requested Securities), in the form that such Holder shall agree to be included in such offering, and (iii) third, to with the other Shareholderslead managing underwriter of the transaction. If any Holder disapproves of the terms of any such underwriting, such Holder it may elect elect, prior to the execution of any underwriting agreement, to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentencelead managing underwriter.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registrationa) is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Each Holder to include its selling Registrable Securities in a Public Offering in any registration pursuant to Sections 2.2 or 2.3 that is underwritten shall, as a condition for inclusion of such Registrable Securities in such underwritten registration, execute and deliver an underwriting agreement (i) acceptable to the Company and consented to by the Sponsor Stockholder, in the case of a registration pursuant to Section 2.2 or (Company Registrationii) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting acceptable to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and consented to by the other holders of securities Holders who own a majority of the Registrable Securities to be included in such registration, in the case of a registration pursuant to Section 2.3, and the underwriters with respect to such registration. Such underwriters shall be selected (i) by the Sponsor Stockholder and consented to by the Company whose securities are (which consent shall not be unreasonably withheld, conditioned or delayed) in the case of a registration pursuant to Section 2.2 or (ii) by the Company and consented to by a majority in interest of the Registrable Securities to be included in such registration and underwriting) enter into an underwriting agreement in customary form with all other cases (which consent shall not be unreasonably withheld, conditioned or delayed), in the managing underwriter or underwriters selected for such underwritingcase of a registration pursuant to Section 2.3. Notwithstanding any other provision of this Agreementthe foregoing, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares each Holder shall take all action reasonably necessary with respect to be underwrittenexecuting such underwriting agreement, 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 being liable (i) first, to the Company, in respect of any representations and warranties being made by each selling Holder and (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held any indemnification agreements and “lock-up” agreements made by each such Holderselling Holder for the benefit of the underwriters in such underwriting agreement; provided, however, that no exclusion except with respect to individual representations and warranties regarding such matters as legal capacity or due organization of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; participating Holder, authority to participate in the Public Offering, compliance by such Holder with laws and providedagreements applicable to it, furtherownership (free and clear of liens, that in any underwriting that is not in connection with the Company’s initial public offeringcharges, the amount encumbrances and adverse claims) of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, sold by such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date accuracy of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction information with respect to such “Holder” shall be based upon Holder furnished for inclusion in any disclosure document relating to each Public Offering, the aggregate amount of shares carrying registration rights owned the liabilities of such participating Holder pursuant to such underwriting agreement shall not exceed the net proceeds received by all entities and individuals included such participating Holder from the Public Offering. A participating Holder shall not be liable for any untrue or alleged untrue statement or any omission or alleged omission to state a material fact in any disclosure document relating to the Public Offering except for information about such “Holder furnished by the Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which (a) In connection with any offering involving an underwriting of shares being issued by the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such eventCorporation, the right of any Holder Corporation shall not be required under Section 3 to include its any of the Holders’ Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting unless they accept the terms of the underwriting as agreed upon between the Corporation and the inclusion of such Holder’s Registrable Securities in underwriters selected by it. If the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders total amount of securities of the Company whose securities are that all Holders request to be included in such registration and underwriting) enter into an underwriting agreement in customary form underwritten offering exceeds the amount of securities that the underwriters reasonably believe compatible with the managing underwriter or success of the offering, the Corporation shall only be required to include in the offering so many of the securities of the selling Holders as the underwriters selected for such underwriting. Notwithstanding any other provision reasonably believe will not jeopardize the success of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on offering (the number of shares securities so included to be underwritten, then apportioned pro rata among 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, selling Holders according to the Companytotal amount of securities owned by said selling Holders, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities or in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held other proportions as shall mutually be agreed to by each such Holderselling Holders); provided, however, that (i) no exclusion securities of such Holders’ any shareholder who is not a Holder shall be included, nor shall any Warrant Shares held by Pinnacle be included, unless all securities that the Holders have requested to be included are included, (ii) in the case of any registration subject to Section 3 (other than the Corporation’s first registration under the Act), no securities of any shareholder who is not a Holder shall be included unless either all securities that the Holders have requested to be included are included or the holders of a majority of the Registrable Securities give their consent and (iii) subject to clause (ii) of this proviso, in the case of any registration subject to Section 3, no such reduction shall be made unless all other Shareholders’ with respect to any securities are first excluded; and providedoffered by the Corporation for its own account. Notwithstanding the foregoing, further, that in any underwriting that is not in connection with no event shall the Company’s initial public offering, the amount number of Registrable Securities included in the offering shall not be reduced below twenty twenty-five percent (2025%) of the Registrable Securities requested to be total number of securities included in such offering, and (iii) thirdunless such offering is the Corporation’s initial public offering, to in which case the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder selling Holders may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded further if the underwriters make the determination described above and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals no other stockholder’s securities are included in such “Holder,” as defined in this sentenceoffering.

Underwriting Requirements. If a registration statement for which the Company gives a notice In connection with any offering involving an underwriting pursuant to Section 2.2 (Company Registration) is for an underwritten offeringArticle 2, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder Newco will not be required to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such any Holder’s Registrable Securities in such underwriting unless such Holder accepts the terms of the underwriting to as agreed upon between Newco and its underwriters. In the extent provided herein. All Holders proposing to distribute their event that the underwriters determine that less than all of the Registrable Securities through requested to be registered can be included in such underwriting shall primary offering by Newco (together with in the Company and case of an IPO or follow-on primary public offering by Newco), then the Registrable Securities that are included in such offering will be apportioned pro rata among the selling Holders based on the aggregate number of Registrable Securities requested to be registered by all selling Holders or in such other proportions as is mutually agreed to by all such selling Holders; provided, that in any event the holders of securities Registrable Securities will be entitled to register the offer and sale or distribute at least 50% of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excludedprimary offering; and provided, further, that in any underwriting that is such determination will not in connection with affect Newco’s obligation to provide for an IPO of the Company’s initial public offering, Newco Voting Common Stock and/or for the amount registration and resale of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) all of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date third anniversary of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationClosing Date. For the purposes of this Section 2.05 concerning apportionment, for any selling Holder that is a venture capital fund, partnership or corporationequity holder, the affiliated venture capital funds, partners, retired partners and stockholders controlled Affiliates of such Holderselling Holder or equity holder, or the estates and family members of any such partnersestates, stockholders and retired partners Immediate Family Members and any trusts for the benefit of any of the foregoing persons shall Persons will be deemed to be a single “selling Holder” or “equity holder,” as applicable, and any pro pro-rata reduction with respect to such “Holder” shall Person will be based upon the aggregate amount of shares carrying registration rights owned by Newco Shares of all entities and individuals Persons included in such “Holder,” selling Person, as defined provided in this sentenceSection 2.05.

Underwriting Requirements. If In connection with any underwritten offering of a registration statement for which the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringHolder’s Registrable Securities, then the Company shall so advise the Holders of Registrable Securities as part not be required under Section 2.3 to register any of such written notice. In such event, the right of any Holder to include its Registrable Securities in connection with such underwritten offering unless the Company consents to the underwriters selected by the Holders participating in the registration (which consent shall not be unreasonably withheld) and the Company shall be required to register Registrable Securities only in such quantity as the lead managing underwriter determines, in its good faith discretion, will not jeopardize the success of the offering by the Company. To the extent that the lead managing underwriter will not permit the registration of all of the Registrable Securities sought to be registered, in the case of a registration pursuant to Section 2.2 (Company Registration) 2.1(a), the Registrable Securities to be included shall be conditioned upon such Holder’s participation in such underwriting and apportioned among the inclusion Holders on a pro rata basis (based on the number of such Holder’s Securities proposed to be registered by each); provided, however, that the right of the underwriters to exclude Registrable Securities in from the registration and underwriting to the extent provided herein. All Holders proposing to distribute their as described above shall be restricted such that all securities that are not Registrable Securities through such underwriting shall (together with the Company and the other holders of all securities that are held by persons who are employees or directors of the Company whose (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. Those Registrable Securities and other securities that are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration and underwriting) enter into an underwriting agreement in customary form with shall be withheld from the market by the Holders thereof for a period, not to exceed 90 days, which the managing underwriter or underwriters selected for such underwritingreasonably determines necessary to effect the underwritten public offering. Notwithstanding any other provision No Holder of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made entitled to participate in an underwritten offering unless all other Shareholders’ securities are first excluded; such Holder enters into, and providedperforms its obligations under, further, that in one or more underwriting agreements and any underwriting that is not in connection related agreements and documents (which may include an escrow agreement and/or a power of attorney with respect to the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) disposition of the Registrable Securities requested Securities), in the form that such Holder shall agree to be included in such offering, and (iii) third, to with the other Shareholderslead managing underwriter of the transaction. If any Holder disapproves of the terms of any such underwriting, such Holder it may elect elect, prior to the execution of any underwriting agreement, to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentencelead managing underwriter.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s capital stock, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 2.2 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders of securities of underwriters selected by the Company whose securities are (or by other Persons entitled to be included in such registration select the underwriters) and underwriting) enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the managing underwriter or underwriters selected for such underwritingdetermine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other provision If the total amount of this Agreementsecurities, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares including Registrable Securities, requested by stockholders to be underwrittenincluded in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the managing underwriter(s) may exclude shares (Company shall be required to include in the offering only that number of such securities, including Registrable Securities) from , that the registration and underwriters determine in their sole discretion will not jeopardize 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, (ii) second, to each success of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon offering. In the total number of Registrable Securities then held by each such Holder; provided, however, event that no exclusion of such Holders’ Registrable Securities shall be made unless the underwriters determine that less than all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded from the offering, (ii) the amount of securities of the selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded if the underwriters, as applicable, make the determination described above and no other stockholder’s securities are included in such offering or (iii) third, to the other Shareholders. If any securities held by a stockholder who is not a Holder be included in such offering if any Registrable Securities held by any Holder disapproves (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the terms preceding sentence concerning apportionment, for any selling stockholder that is a Holder of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, members, retired partners and stockholders of such Holder, or the estates and family members Immediate Family Members of any such partners, stockholders members and retired partners and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “selling Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which (a) In connection with any offering involving an underwriting of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s Equity Securities, then the Company shall so advise not be required to Register the Holders of Registrable Securities as part of such written notice. In such event, the right of any a Holder to include its Registrable Securities in a registration pursuant to under this Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of 3 unless such Holder’s Registrable Securities are included in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through and such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter Holder enters into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company (and reasonably acceptable to Holders of a majority of the Registrable Securities being so Registered) and setting forth such terms for such underwritingthe underwriting as have been agreed upon between the Company and the underwriters. Notwithstanding any other provision In the event the underwriters advise Holders seeking Registration of Registrable Securities pursuant to this Agreement, if Section 3 in writing that market factors (including the managing underwriter(saggregate number of Registrable Securities requested to be Registered and the general condition of the market) determine(s) in good faith that marketing factors require a limitation on of the number of shares Equity Securities to be underwritten, then the managing underwriter(s) may underwriters may, in the event the offering is the Company’s initial public offering, exclude shares all of the Registrable Securities (including so long as the only securities included in such offering are those of the Company), or otherwise exclude Registrable Securities) from Securities solely to the registration and extent that the underwritingamount of Registrable Securities included in such offering is not reduced below 30% of the total number of securities included in the offering. In the event of any such reduction, and the number of shares Equity Securities and Registrable Securities that may be included in the registration Registration and the underwriting shall be allocated (i) allocated, first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement Registration Statement on a pro rata basis based upon on the total number of Registrable Securities then held by each such Holder, and third, to any other holder of the Company’s securities; provided, however, that no exclusion the right of such Holders’ the underwriter to exclude Equity Securities and Registrable Securities from the Registration and underwriting as described above shall be made unless restricted so that all other Shareholders’ securities Equity Securities that are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering and held by persons other than Holders shall not first be reduced below twenty percent (20%) of the excluded from such Registration and underwriting before any Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceare so excluded.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to Section 2.2 Each Holder (Company Registrationtogether with its Permitted Transferees) is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder to include its selling Registrable Securities in any registration pursuant to Sections 3.2, 3.3 or 3.4 shall, as a condition for inclusion of such Registrable Securities in such registration execute and deliver an underwriting agreement acceptable to the Company and consented to by the Berkshire Stockholders and, to the extent no Trigger Event has occurred, the JH Stockholders, in the case of a registration pursuant to Section 2.2 (Company Registration) 3.4, acceptable to the Berkshire Stockholders, in the case of a registration pursuant to Section 3.2 or acceptable to the JH Stockholders, in the case of a registration pursuant to Section 3.3, and in each case the underwriters with respect to such registration. Such underwriters shall be conditioned upon such Holder’s participation in such underwriting (i) selected by the Company and consented to by the inclusion of such Holder’s Registrable Securities in the underwriting Berkshire Stockholders and, to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with no Trigger Event has occurred, the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this AgreementJH Stockholders, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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 case of a registration and the underwriting shall be allocated (i) first, pursuant to the CompanySection 3.4(a), (ii) secondselected by the Berkshire Stockholders and reasonably consented to by the Company, in the case of a registration pursuant to Section 3.4(b) initiated by the Berkshire Stockholders, or (iii) selected by the JH Stockholders and reasonably consented to by the Company, in the case of a registration pursuant to Section 3.4(b) initiated by the JH Stockholders. Notwithstanding the foregoing, in any registration pursuant to Sections 3.2 or 3.3, each Holder shall take all action with respect to executing such underwriting agreement, including being liable in respect of (i) any representations and warranties being made by each selling Holder, and (ii) any indemnification agreements and “lock-up” agreements made by each selling Holder for the benefit of the underwriters in such underwriting agreement; provided, however, that except with respect to individual representations and warranties regarding such matters as legal capacity or due organization of such participating Holder, authority to participate in the Public Offering, compliance by such Holder with laws and agreements applicable to it, ownership (free and clear of liens, charges, encumbrances and adverse claims) of Registrable Securities to be sold by such Holder and accuracy of information with respect to such Holder furnished for inclusion in any disclosure document relating to each Public Offering, the aggregate amount of the Holders requesting inclusion liabilities of their Registrable Securities in such registration statement on a participating Holder pursuant to such underwriting agreement shall not exceed the lesser of (a) such participating Holder’s pro rata basis based upon portion of any such liability, in accordance with such participating Holder’s portion of the total number of Registrable Securities then held included in the public offering, or (b) the net proceeds received by such participating Holder from the public offering. Notwithstanding the foregoing, in any registration pursuant to Sections 3.4, each Holder shall take all action with respect to executing such underwriting agreement, including being liable in respect of (i) any representations and warranties being made by each selling Holder, and (ii) any indemnification agreements and “lock-up” agreements made by each selling Holder for the benefit of the underwriters in such Holderunderwriting agreement; provided, however, that no exclusion (a) with respect to individual representations and warranties regarding such matters as legal capacity or due organization of such Holders’ participating Holder, authority to participate in the Public Offering, compliance by such Holder with laws and agreements applicable to it, ownership (free and clear of liens, charges, encumbrances and adverse claims) of Registrable Securities to be sold by such Holder and accuracy of information with respect to such Holder furnished for inclusion in any disclosure document relating to each Public Offering, the aggregate amount of such liability shall be made unless not exceed the net proceeds received by such participating Holder from the public offering and (b) to the extent selling stockholders give further representations, warranties and indemnities, then with respect to all other Shareholders’ securities are first excluded; representations, warranties and provided, further, that indemnities of sellers of shares in any underwriting that is not in connection with the Company’s initial public offeringsuch Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such participating Holder’s pro rata portion of any such liability, in accordance with such participating Holder’s portion of the total number of Registrable Securities included in the public offering shall not be reduced below twenty percent or (20%ii) of the Registrable Securities requested to be included in net proceeds received by such offering, and (iii) third, to the other Shareholders. If any participating Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentencepublic offering.

Underwriting Requirements. If a registration statement for which (1) In connection with any offering involving an underwriting of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s Common Stock initiated by the Company, then the Company shall so advise not be required to register the Holders of Registrable Securities as part of such written notice. In such event, the right of any a Holder to include its Registrable Securities in a registration pursuant to under this Section 2.2 (Company Registration) unless such Holder shall be conditioned upon include such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through and such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter Holder enters into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company and setting forth such terms for such underwritingthe underwriting as have been agreed upon between the Company and the underwriters. Notwithstanding any other provision In the event the underwriters advise Holders seeking registration of the sale of Registrable Securities pursuant to this AgreementSection 2.2 in writing that market factors (including the aggregate number of Registrable Securities requested to be registered, if the managing underwriter(sgeneral condition of the market, and the status of the Persons proposing to sell securities pursuant to the registration) determine(s) in good faith that marketing factors require a limitation on of the number of shares securities to be underwritten, then the managing underwriter(s) underwriters may exclude shares (including some or all Registrable Securities) Securities from the registration and underwriting after excluding any other securities from the underwritingunderwriting (other than any Securities which the Company may seek to include in the underwriting for its own account), and the number of shares securities and Registrable Securities that may be included in the registration and the underwriting shall be allocated (i) first, to the Company, and (ii) secondthereafter, to each of among the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon in proportion, as nearly as practicable, to the total number respective amounts of Registrable Securities then held by each which the Holders would otherwise be entitled to include in the registration (it being understood that solely for purposes of determining the amount of securities that may be included in such Holder; providedregistration pursuant to the foregoing clause (ii) of this Section 2.2(c)(1), however, that no exclusion the definitions of such Holders’ Holders and Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; deemed to include “Holders” and provided“Registrable Securities,” respectively, furthereach as defined in that certain Stockholders Rights Agreement dated on or around the date of this Agreement, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, by and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to among the Company and the underwriter at least thirty investors named therein (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceOther Stockholders Agreement”)).

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s capital stock, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 1.4 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the underwriters selected by it (or by other holders of securities of persons entitled to select the Company whose securities are to be included in such registration underwriters) and underwriting) enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the managing underwriter or underwriters selected for such underwritingdetermine in their sole discretion will not jeopardize the success of the offering by the Company. Notwithstanding any other provision If the total amount of this Agreementsecurities, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares including Registrable Securities, requested by stockholders to be underwrittenincluded in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the managing underwriter(s) may exclude shares (Company shall be required to include in the offering only that number of such securities, including Registrable Securities) from , that the registration and underwriters determine in their sole discretion will not jeopardize the underwritingsuccess of the offering. If the Holders are so limited by the underwriters’ determination, and the number of shares that may be included in the registration and the underwriting shall be allocated (i) allocated, first, to the Company, (ii) ; second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon on the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such the Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and providedthird, further, to any stockholder of the Company (other than a Holder) on a pro rata basis. In the event that in any underwriting the underwriters determine that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of Registrable Securities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and (iii) third, to the no other Shareholdersstockholder’s securities are included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter underwriter, delivered at least thirty ten (3010) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For purposes of the preceding sentences concerning apportionment, for any selling stockholder that is a Holder of Registrable securities and that is a venture capital fund, partnership partnership, limited liability company, or corporation, the affiliated venture capital funds, partners, retired partners partners, members and stockholders of such Holder, or the estates and family members of any such partners and retired partners, stockholders and retired partners members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offeringCompany’s capital stock, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder not be required under this Section 2.2 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with as agreed upon between the Company and the other holders of securities of underwriters selected by the Company whose securities are (or by other Persons entitled to be included in such registration select the underwriters) and underwriting) enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the managing underwriter or underwriters selected for determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such underwritingoffering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. Notwithstanding any other provision In the event that the underwriters determine that less than all of this Agreementthe Registrable Securities requested to be registered can be included in such offering, if then the managing underwriter(s) determine(s) Registrable Securities that are included in good faith that marketing factors require a limitation such offering shall be apportioned pro rata among the selling Holders based on the number of shares Registrable Securities held by all selling Holders or in such other proportions as shall mutually || be agreed to be underwrittenby all such selling Holders. Notwithstanding the foregoing, 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 no event shall be allocated (i) first, to any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded from the Companyoffering, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities securities of the selling Holders included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be total amount of securities included in such offering, and or (iii) third, to the other Shareholders. If any securities held by a Common Holder be included in such offering if any Registrable Securities held by any Holder disapproves other than a Common Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the terms preceding sentence concerning apportionment, for any selling stockholder that is a Holder of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership partnership, limited liability company, or corporation, the affiliated venture capital funds, partners, members, retired partners partners, retired members, and stockholders of such Holder, or the estates and family members of any such partners, stockholders members and retired partners and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in such “Holder,” as defined in this sentenceindividuals.

Underwriting Requirements. If (i) If, at any time after the filing of a registration statement for which the Company gives a notice pursuant to Section 2.2 2(a), any Holder intends to distribute at least $15 million of Registrable Shares (Company Registrationincluding Registrable Shares held by other Holders) is for by means of an underwritten offeringunderwriting, then such Holder (the Company “Requesting Holder”) shall so advise the Holders Company. The underwriter(s) will be selected by the Requesting Holder, subject only to the reasonable approval of Registrable Securities as part of such written noticethe Company. In such event, the right of any Holder to include its such Holder’s Registrable Securities Shares in a such registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included as provided in such registration and underwritingSection 2(d)(iii)) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting; provided, however, that only the Holders distributing securities through such offering shall be required to sign a lock-up agreement and in no event shall any such lock-up agreement restrict such Holders for a period longer than (i) imposed upon the Company or its officers and directors, (ii) imposed on Intrexon or (iii) ninety (90) days following the effective date of the Registration Statement. Any discretionary waiver or termination of the lock-up restrictions described above by the Company or the underwriter(s) shall apply pro rata to all Holders subject to such lock-up restrictions and, if Intrexon is distributing securities through such offering, to Intrexon, based on the number of Registrable Shares (or Common Stock owned by Intrexon that would constitute Registrable Shares if it were owned by a Holder (such Common Stock, “Intrexon Registrable Shares”)) included in such underwriting. Notwithstanding any other provision of this AgreementSection 2(d)(i), if the managing underwriter(s) determine(sadvise(s) the Requesting Holder in good faith writing that marketing factors require a limitation on the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwritingRequesting Holder shall so advise all Holders that otherwise would be underwritten pursuant hereto, and the number of shares Registrable Shares and Intrexon Registrable Shares that may be included in the registration and the underwriting shall be allocated among such Holders, including the Requesting Holder, and Intrexon in proportion (ias nearly as practicable) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held Shares and Intrexon Registrable Shares owned by each Holder and Intrexon or in such Holderother proportion as shall mutually be agreed to by all such selling Holders and Intrexon Corporation; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount number of Registrable Securities included in Shares held by the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested Holders to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall not be reduced unless all other securities (other than Intrexon Registrable Shares) are first entirely excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentenceunderwriting.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares of Common being issued by the Company, the Company gives a notice pursuant shall be required under Section 2.3 to Section 2.2 (include any Registrable Securities held by the Holders in such underwriting on the same terms and conditions as the securities of the Company Registration) is for an underwritten included therein, but only in such quantity as the underwriters determine in their good faith judgment and written opinion will not jeopardize the success of the offering by the Company. If such written opinion states that the registration of all or part of the Registrable Securities that the Holders have requested to be included would materially adversely affect such offering, then the Company shall so advise be required to include in such registration, to the Holders extent of the amount that the underwriters believe may be sold without jeopardizing the success of the offering, first, all of the securities to be offered for the account of the Company; second, the Registrable Securities as part to be offered for the account of such written notice. In such eventthe Series F Shareholders, Series E Shareholders, the right of any Holder to include its Series D Shareholders and Series C-3 Shareholders, pro rata, on an as-if-converted basis, based upon the amount recommended by the underwriters; third, the Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned offered for the account of the Series C-2 Shareholders, pro rata based upon such Holder’s participation the amount recommended by the underwriters; fourth, the Registrable Securities to be offered for the account of the Series C-1 Shareholders, pro rata based upon the amount recommended by the underwriters; fifth, the Registrable Securities to be offered for the account of the Series C Shareholders, pro rata based upon the amount recommended by the underwriters; sixth, the Registrable Securities to be offered for the account of the Series B-1 Shareholders, pro rata based upon the amount recommended by the underwriters; seventh, the Registrable Securities to be offered for the account of the Series B Shareholders, pro rata based upon the amount recommended by the underwriters; eighth, the Registrable Securities to be offered for the account of the Series A Shareholders, pro rata based upon the amount recommended by the Underwriters; and ninth, any other shares of Common required to be included in such underwriting and so requested to be included, pro rata based upon the inclusion amount recommended by the underwriters; provided, however, that the aggregate value of such Holder’s the Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on 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, (ii) second, to each of by the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall may not be so reduced below twenty to less than twenty-five percent (2025%) of the Registrable Securities requested to be total value of all securities included in such offeringregistration, and (iii) third, to the other Shareholders. If any Holder disapproves unless such offering is a Qualified IPO of the terms of any such underwritingCompany’s securities, such Holder in which case the selling Holders may elect to withdraw therefrom by written notice to be excluded if the Company underwriters make the determination described above and the underwriter at least thirty (30) days prior to the effective date no other shareholders’ securities are included. For purposes of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For preceding sentence concerning apportionment, for any Holder selling shareholder that is a venture capital fundHolder of Registrable Securities that is a partnership, partnership limited liability company or corporation, the affiliated venture capital funds, partners, retired partners partners, members and stockholders shareholders of such Holder, or the estates and family members of any such partners, stockholders partners and retired partners or members and any trusts for the benefit of any of the foregoing persons and Affiliates of such Holder shall be deemed to be a single “Holderselling shareholder,” and any pro rata reduction with respect to such “Holderselling shareholder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all entities and individuals included in such “Holderselling shareholder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any Underwritten Offering, the Company gives a notice pursuant shall not be required under Section 1.4 to Section 2.2 include any of the Holders’ securities in such underwriting, unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (Company Registration) or by other persons entitled to select the underwriters), 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. If the total amount of securities, including Registrable Securities, requested by Stockholders to be included in such offering exceeds an amount that the underwriters determine in their sole discretion is for an underwritten compatible with the success of the offering, then the Company shall so advise be required to include in the Holders of Registrable Securities as part offering only that number of such written noticesecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering. In such event: (x) in cases initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the right of any Holder securities which the Company proposes to include its register, and (ii) second, Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are which have been requested to be included in such registration by persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Holders and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(spersons); and (y) in good faith that marketing factors require a limitation on the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from cases not initially involving the registration and for sale of securities for the underwritingCompany’s own account, and the number of shares that may securities shall be included registered in such offering in the registration and the underwriting shall be allocated following order of priority: (i) first, the securities of any person whose exercise of a “demand” registration right pursuant to the Company, (ii) second, to each a contractual commitment of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata Company is the basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from for the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting Requirements. If a registration statement for which the Company gives a notice pursuant to In connection with any offering involving an underwriting of shares of Acusphere's capital stock, Acusphere shall not be required under this Section 2.2 (Company Registration) is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder 2.3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders' securities in such underwriting unless such Holders accept the terms of the underwriting as agreed upon between Acusphere and the inclusion of underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such Holder’s Registrable Securities quantity as the underwriters determine in their sole discretion will not jeopardize the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities success of the Company whose securities are offering by Acusphere. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such registration and underwritingoffering exceeds the amount of securities to be sold (other than by Acusphere) enter into an underwriting agreement that the underwriters determine in customary form their sole discretion is compatible with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision success of this Agreementthe offering, if then Acusphere shall be required to include in the managing underwriter(s) determine(s) in good faith offering only that marketing factors require a limitation on the number of shares to be underwrittensuch securities, then the managing underwriter(s) may exclude shares (including Registrable Securities) from , which the registration and underwriters determine in their sole discretion will not jeopardize 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, (ii) second, to each success of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holderoffering; provided, however, that no exclusion there shall first be excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any director, consultant, officer or employee of Acusphere or any subsidiary of Acusphere (except those joining such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; registration pursuant to the Stock Repurchase and providedRegistration Agreement, furtherdated April 30, that in any underwriting that is not in connection with the Company’s initial public offering1996, among Acusphere, Robert S. Langer, Harry R. Allcock and Sherri C. Oberg, the amount "Founderx' Xxxxxxxxxxxx Agxxxxxxx"), xxx (ii) sxxxxxxxxxxx xxxrcising any contractual or incidental registration rights subordinate and junior to the rights of the Holders of Registrable Securities Securities. If after such shares are excluded, the underwriters shall determine in their sole discretion that the number of securities which remain to be included in the offering exceeds the amount of securities to be sold that the underwriters determine is compatible with the success of the offering, then the Common Stock to be included, if any, shall not be apportioned pro rata among the holders of Common Stock providing notice of their desire to participate in the offering pursuant to this Agreement and the Founders' Registration Agreement (the "Selling Stockholders") according to the total amount of securities entitled to be included therein owned by each Selling Stockholder, or in such other proportions as shall mutually be agreed to by such Selling Stockholders. Notwithstanding the foregoing, in no event shall (i) the amount of securities of the Selling Stockholders included in the offering be reduced below twenty thirty percent (2030%) of the Registrable Securities requested to be total amount of securities included in such offering, unless such offering is the initial public offering of Acusphere's securities in which case the Selling Stockholders may be excluded if the underwriters make the determination described above and no other stockholder's securities are included or (iiiii) thirdnotwithstanding (i) above, any shares being sold by a Holder exercising a demand registration right similar to the other Shareholdersthat granted in Section 2.2 be excluded from such offering. If any Holder disapproves For purposes of the terms of preceding sentence concerning apportionment, for any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that Selling Stockholder which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such HolderSelling Stockholder, or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” "Selling Stockholder", and any pro pro-rata reduction with respect to such “Holder” "selling holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” "Selling Stockholder", as defined in this sentence.

Underwriting Requirements. If a registration statement for which In connection with any offering involving an underwriting of shares being issued by the Company gives a notice pursuant to Section 2.2 (Company Registration) is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such eventCorporation, the right of any Holder Corporation shall not be required under Section 5.3 to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon such Holder’s participation any of the Holders' securities in such underwriting unless it accepts the terms of the underwriting as agreed upon between the Corporation and the inclusion of underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such Holder’s Registrable Securities quantity as will not, in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities opinion of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with underwriters, jeopardize the managing underwriter or success of the offering by the Corporation. If the underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if advise the managing underwriter(s) determine(s) in good faith Corporation that marketing factors require a limitation on 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, first to the CompanyCorporation, (ii) secondwhich shall have priority as to registration, to each of the Holders requesting inclusion of their Registrable Securities placement, allocation and otherwise in such registration statement on a event, and then pro rata basis based upon the total number among all other holders of Registrable Securities then held by each such Holdershares to be underwritten; provided, however, that no exclusion any holder of the Corporation's Series D Convertible Preferred Stock, if and when designated and issued, shall receive priority over any Holder as to registration, placement, allocation and otherwise in the event of such Holders’ Registrable Securities shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) limitations of the Registrable Securities requested number of shares to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationunderwritten. For purposes of apportionment, Holders and any Holder that selling shareholder which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder"selling shareholder,” " and any pro rata reduction with respect to such “Holder” "selling shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder"selling shareholder,” " as defined in this sentence. The Corporation shall have the right to include shares now or hereafter owned by the Corporation's officers and employee directors that are not already, by virtue of this Agreement, deemed Registrable Securities (the "Management Shares") in any registration pursuant to Section 5.3. If Management Shares are included in a registration pursuant to Section 5.3, each holder of Management Shares will be deemed a "Holder" for purposes of this Section 5 only.

Underwriting Requirements. If a registration statement for which the Company gives a notice In connection with any offering pursuant to Section 2.2 2 involving an underwriting of shares of the Company's capital stock, the Company shall not be required under Section 2 to include any of the Holders' securities in such underwriting unless they accept 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 then only in such quantity, if any, as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company Registration) that the underwriters determine in their sole discretion is for an underwritten compatible with the success of the offering, then in such event the Company shall so advise be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering; provided, however that any such limitation by the underwriters will be apportioned as follows: (i) first the Common Stock held by officers, directors or affiliates of the Company will be excluded from the registration, (ii) next the securities other than Registrable Securities will be excluded from the registration, and (iii) last the Registrable Securities requested to be registered by the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder to include its Registrable Securities in a registration pursuant to Section 2.2 (Company Registration) shall be conditioned upon excluded from such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting registration to the extent provided hereinrequired by the underwriters. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require If a limitation on of the number of shares to be underwrittenis still required, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares of Registrable Securities that may be included in the registration and the underwriting shall be allocated (i) firstamong all selling Holders in proportion, as nearly as practicable, to the Company, (ii) second, total amount of securities entitled to be included therein owned by each of the Holders requesting inclusion of their selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders. No Registrable Securities in such registration statement on a pro rata basis based upon or other securities excluded from the total number underwriting by reason of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities this Section 6 shall be made unless all other Shareholders’ securities are first excluded; and provided, further, that in any underwriting that is not in connection with the Company’s initial public offering, the amount of Registrable Securities included in the offering shall not be reduced below twenty percent (20%) of the Registrable Securities requested to be included in such offering, and (iii) third, to the other Shareholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter at least thirty (30) days prior to the effective date of the registration statement. Any For purposes of the preceding sentence concerning apportionment, for any selling shareholder who is a Holder of Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that who is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners partners, parent corporations, shareholders and stockholders affiliates of such Holder, or the estates and family members of any such partners, stockholders partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder"selling shareholder,” " and any pro pro-rata reduction with respect to such “Holder” "selling shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder"selling shareholder,” " as defined in this sentence. Notwithstanding the foregoing, in the case of any registered public offering subsequent to the Company's initial public offering, the number of Registrable Securities included in such registration and underwriting shall not be reduced below 30% of the securities included in such registration.