Common use of Underwriting Clause in Contracts

Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 7.2 is for an underwritten offering, the Company shall so advise the Holders of Registrable SecuritiesShares. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 7.2 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 Shares through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares securities to be underwrittenunderwritten and advises the Holders of Registrable Shares in writing, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities Shares held by the Holders; and third, to any stockholder holder of securities of the Company (other than a Holder) on a pro rata basis; provided. In making any such reduction, however, that no all shares held by employees of the Company which are not Registrable Shares shall first be excluded. 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) reduce the amount of securities Registrable Shares of the selling Holders included in the registration below thirty three and one-third percent (3033 1/3%) 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 stockholdersOffering, in which event any or all of the Registrable Securities Shares of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringexcluded. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, partners and members, retired partners and members and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, partners and members and retired partners and members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) % 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority at least 62% of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) 10 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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.such

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 2.2 is for an underwritten offering, the Company shall so advise in such notice the Holders of who hold Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s the Registrable Securities such Holder desires to include in such registration in the underwriting to the extent provided hereinunderwriting. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares Shares to be underwrittenunderwritten in a registration statement pursuant to this Section 2.2, the number of shares Shares that may be included in the such underwriting shall be allocated, first, allocated first to the Company; second, to all Holders who are entitled to participate and who have elected to participate in the Holders offering pursuant to the terms of this Agreement, on a pro rata basis based on upon the total number of Registrable Securities Shares held by the Holderseach such participating Holder that are subject to piggyback registration rights pursuant hereto; and third, to any stockholder other shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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 managing underwriter, delivered at least ten (10) business 10 calendar days prior to the effective date of the registration statement or in the case of a registration statement on Form S-3 or similar short-form registration statement. Any Registrable Securities excluded , by the close of business on the first Business Day after the public notice of an offering or withdrawn from if the offering is publicly announced at the beginning of a Business Day, 4:00 P.M. Eastern Time on such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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 sentenceday.

Underwriting. If the any registration statement of which the Company gives notice under this pursuant to Section 2.3 is for an underwritten offering, the Company ------------ 4.1(b) shall so advise the Holders of Registrable Securities. In such eventbe underwritten, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 4.1(b) shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in such underwriting as prescribed herein (unless otherwise mutually agreed by a majority in interest of the underwriting to the extent provided hereinInitiating Holders and each such Holder). All The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting by (the Company"Managing Underwriter"). Notwithstanding any other provision of this AgreementSection 4.1(b), if the underwriter determines Managing Underwriter advises the Initiating Holders or the Company in good faith writing that marketing factors require a limitation of the number of shares Registrable Securities proposed to be underwrittenregistered by such Initiating Holder or Holders exceeds the maximum number of such shares which the Managing Underwriter considers, in good faith, to be appropriate based upon market conditions and other relevant factors (the "Maximum Number"), then (1) the Company shall so advise all Holders, (2) the Lead Series A Investor shall be entitled to include Registrable Securities in such underwriting up to the Maximum Number, (3) if the Lead Series A Investor elects to include in such underwriting a number of its Registrable Securities which is less than the Maximum Number (the "Series A Portion"), the Initiating Holders of Series A Registrable Securities (if different than the Lead Series A Investor) and those Holders of Series A Registrable Securities (other than the Lead Series A Investor) joining in the Request shall be entitled to include in such underwriting their pro-rata share of Series A Registrable Securities up to that number of shares equal to the difference between the Maximum Number and the Series A Portion and (4) if the Holders of Series A Registrable Securities (including the Lead Series A Investor) elect to include in such underwriting a number of their Registrable Securities which is less than the Maximum Number, the Holders of Other Series Registrable Securities joining in the Request shall be entitled to include in such underwriting their pro-rata share of Other Series Registrable Securities up to that number of shares equal to the difference between the Maximum Number and the total number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on of Series A Registrable Securities (including the Lead Series A Investor) elect to include in such underwriting. For purposes of the preceding sentence, (x) a pro Holder's "pro-rata basis based on share of Series A Registrable Securities" shall mean the total quotient obtained by dividing the number of Series A Registrable Securities held by such Holder by the sum of all of the Series A Registrable Securities held by the Holders; Initiating Holders (if different than the Lead Series A Investor) and third, to any stockholder those Holders of the Company Series A Registrable Securities (other than the Lead Series A Investor) joining in the Request and (y) a Holder) on a pro 's "pro-rata basis; provided, however, that no such reduction shall reduce the amount of securities share of the selling Other Series Registrable Securities" shall mean the quotient obtained by dividing the number of Other Series Registrable Securities held by such Holder by the sum of all of the Other Series Registrable Securities held by the Initiating Holders included and those Holders of Other Series Registrable Securities joining in the registration below thirty percent (30%) Request. No Registrable Securities excluded from the underwriting by reason of the total amount of securities Managing Underwriter's marketing limitation shall be included in such registration, unless such offering is underwriting. To facilitate the Initial Offering and such registration does not include allocation of shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce above provisions, the Company or the underwriters may round the number of shares which may be included by Holders without allocated to any Holder to the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringnearest 100 shares. If any Holder disapproves declines to participate upon review of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the Managing Underwriter and the underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, delivered at least ten (10) business days and such Registrable Securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, or such other shorter period of time as the registration statementunderwriters may require. Any If the underwriter has not limited the number of Registrable Securities excluded to be underwritten, or withdrawn from if Holders have elected to include less than the Maximum Number in such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporationunderwriting, the partners, retired partners, members, retired members and stockholders of such Holder, Company may include securities for its own account (or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit account of any other stockholders) in such registration if the Managing Underwriter so agrees and if the number of the foregoing person 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 Registrable Securities that would otherwise have been included in such “Holder,” as defined in this sentenceregistration and underwriting will not thereby be limited.

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 20% of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares securities of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) 10 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 1.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no or in such other proportions as shall mutually be agreed to by all such selling Holders. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty percent (3020%) of the total amount of securities included in such registration, unless such offering is the Initial Offering an IPO and such registration does not include shares of any other selling stockholdersshareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included sentence; provided, further, if the underwriter determines in such registration that would reduce good faith prior to the number of shares which may be included by Holders without the written consent of Holders of not less than a majority public filing of the Registrable Securities proposed to be sold registration statement for the IPO that marketing factors require such limitation, it may so notify the Company and the notice provided for in the offeringintroductory paragraph of this Section 2.3 shall not be required. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter Company determines in good faith faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty percent (3020%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 2.2 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 2.2 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders and any other shareholders of the Company currently having registration rights on a pro rata basis based on the total number of Registrable Securities held by the HoldersHolders and the total number of registrable securities held by such other shareholders; and third, to any stockholder shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . 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) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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 stockholdersshareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clausesentence. In no event will shares of any other selling stockholder shareholder (other than those presently entitled to registration rights) be included in such registration that which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the a registration statement of under which the Company gives notice under this Section 2.3 1.3 is for an underwritten offering, then the Company shall will so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Holder’s Registrable Securities to be included in a registration pursuant to this Section 2.3 shall 1.3 will 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 will enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Agreement, if the underwriter determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall will be allocated, first, to the Company; , and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by the Holders; and third, to any stockholder of the Company (other than a each such Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall will be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person shall persons will be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall will 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; Company and, second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that if the inclusion of such shares would reduce the number of shares which that may be included by the Holders without the written consent of Holders of not less than a majority sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders of Series C Preferred on a pro rata basis based on the total number of Registrable Securities such securities held by all such Holders on an as converted to Common Stock basis (including the Initiating Holders); third to the Holders of Series B Preferred on a pro rata basis based on the number of such securities held by all such Holders on an as converted to Common Stock basis (including the Initiating Holders); fourth to the Holders of Series A Preferred on a pro rata basis based on the number of such securities held by all such Holders on an as converted to Common Stock basis (including the Initiating Holders); and third, fifth to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten .ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders who are Investors on a pro rata basis based on the total number of Registrable Securities held by such Holders; third to the Holders who are Common Holders on a pro rata basis based on the total Registrable Securities held by such Holders; and thirdfourth, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders who are Investors included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. If the Holders are so limited, however, no party shall sell shares in such registration other than the Company. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority sixty-five percent (65%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company company, corporation, trust or corporationnatural person, the partners, retired partners, members, retired members, stockholders, beneficiaries, grantors and family members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members members, retired members, beneficiaries, grantors and retired family members and any trusts or other entities for the benefit of any of the foregoing person 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 sentencesentence or as otherwise provided in Section 5.10.

Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person Person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable SecuritiesSecurities and Founders. In such event, the right of any such Holder to include of Registrable Securities or Founder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s or Founder’s participation in such underwriting and the inclusion of such Holder’s Registrable or Founder’s Piggyback Securities in the underwriting to the extent provided herein. All Holders of Registrable Securities or Founders proposing to distribute their Registrable Piggyback Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders of Registrable Securities on a pro rata basis based on the total number of Registrable Securities held by the HoldersHolders of Registrable Securities; and third, to the Holders of Series A Registrable Securities, the Founders and any other stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities Registrable Securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder stockholder, including the Holders of Series A Registrable Securities and the Founders, be included in such registration that would reduce the number of shares which may be included by Holders of Registrable Securities without the written consent of Holders of not less than a majority sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities proposed to be sold in the offering. If any Holder of Registrable Securities or Founder disapproves of the terms of any such underwriting, such Holder or Founder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Piggyback Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder of Registrable Securities which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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.upon

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement (subject to the last two sentences of this paragraph) in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . 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) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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 stockholdersshareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringsentence. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members shareholders and stockholders affiliates of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” , and any pro rata reduction with respect to such “Holder” 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 . All of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters included in this sentenceeach such underwriting agreement shall also be made to and for the benefit of such Holders and any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders. The Company shall use its reasonable efforts to ensure that no Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder's Registrable Securities, such Holder's intended method of distribution and any other representations required by law or reasonably required by the underwriters.

Underwriting. If the a registration statement of under which the Company gives notice under this Section 2.3 1.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Holder's Registrable Securities to be included in a registration pursuant to this Section 2.3 1.2 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 enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Agreement, if the underwriter determines Company or its managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company; , and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities held requested by the Holders; and third, each such Holder to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders be included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter Company determines in good faith faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) % 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) 10 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person person, or an affiliated partnership or fund managed by any Holder or any of their respective directors, officers or partners 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. If the a registration statement of under which the Company gives notice under this Section 2.3 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Agreement, if the underwriter determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company; , and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by the Holders; and third, to any stockholder of the Company (other than a each such Holder) on a pro rata basis; provided, however, that no . No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the Initial Public Offering (as defined in Section 1.11 below) and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringsentence. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members and any trusts for the benefit of any of the foregoing person 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 Registrable Securities owned by all entities and individuals included in such “Holder,” as defined in this sentence.

Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter Company determines in good faith faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities requested to be included by the Holders in such registration, unless such offering is the Initial Offering or SPAC Transaction and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person Person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for a registered public offering involving an underwritten offeringunderwriting, the Company shall so advise the Holders of Registrable SecuritiesInvestors in the written notice given pursuant to Section 2.5(a). In such event, the right of any the Investors to participate in such Holder to include Registrable Securities in a registration Registration pursuant to this Section 2.3 2.5 shall be conditioned upon such Holdereach Investor’s participation in such underwriting and the inclusion of such Holderthe Investor’s Registrable Securities in the underwriting to the extent provided herein. All Holders holders of Registrable Securities proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters Underwriter’s Representative selected for such underwriting by the Company. Notwithstanding any other provision of this AgreementSection 2.5, if the underwriter Underwriter’s Representative determines in good faith that marketing market factors require a limitation of the number of shares to be underwritten, the Underwriter’s Representative may limit the number of shares that may Registrable Securities to be included in the underwriting Registration and underwriting, and the securities to be sold shall be allocated, allocated pursuant to the following priority: (i) first, to the Company; Company and (ii) second, to the Holders Investors who have requested inclusion of Registrable Securities in the Company’s registration and the underwriting, on a pro rata basis based on the total number of Registrable Securities held by the Holders; and thirdsuch Investors, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, provided however, that if the Investors are so limited no party shall sell shares in such registration other than the Company or the Investors, if any, requesting to include their Shares in the registration. Notwithstanding the foregoing, no such reduction shall reduce the amount of securities of the selling Holders Investors included in the registration Registration below thirty percent (30%) of the total amount of securities included in such registrationRegistration, unless such offering is the Initial Offering a Qualified IPO and such registration Registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders Investors may be excluded in accordance with the immediately preceding clausesentence. In no event will shares of any other selling stockholder be included in such registration that Registration if such inclusion would reduce the number of shares which may be included by Holders the Investors without the written consent of Holders of not less than Investors holding a majority of the Registrable Securities proposed to be sold in the offeringoffering by all Investors. The Investors shall be entitled to sell any excluded Registrable Securities pursuant to the underwriters’ over-allotment option in preference to the Company or any other person participating in the underwriting. The number of securities includable by the Investors or any other person may in the discretion of the underwriters, be rounded to the nearest one hundred (100) shares. If any Holder a person who has requested inclusion in such Registration disapproves of the terms of any such underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statementUnderwriter’s Representative. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnershipCompany’s registration statement; provided, limited liability company or corporationhowever, that if by the partners, retired partners, members, retired members and stockholders withdrawal of such Holder, or the estates and family members Registrable Securities a greater number of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person shall Registrable Securities held by other Investors may 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 registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Investors who have included Registrable Securities in this sentencethe Registration the right to include additional Registrable Securities in the same proportion used above in determining the underwriters’ limitation. If the Underwriter’s Representative has not limited the number of shares to be underwritten for the Company’s account and the account of the Investors, the Company may include securities for the account of employees, officers, directors and consultants.

Underwriting. If ‌ 10.1 The obligations of the registration statement of which the Company gives notice Underwriters under this Section 2.3 is for an underwritten offeringClause 10 shall terminate if, by 4:30 p.m. on the first Business Day after the Acceptance Date, all of the Underwritten Shares have been taken up.‌ 10.2 If, however, by 4:30 p.m. on the first Business Day after the Acceptance Date any of the Underwritten Shares have not been taken up, the Company shall so advise the Holders of Registrable Securities. In such as soon as practicable thereafter (and, in any event, before 4:30 p.m. on the right second Business Day after the Acceptance Date) notify the Underwriters in writing of any the number of the Underwritten Shares not taken up, and, subject to the provisions of this Agreement and the Company having complied with such Holder notification obligation, each Underwriter shall:‌ (a) (as agent of the Company) procure subscribers, or failing which (as principal) itself subscribe, on the terms of the Prospectus Documents (so far as the same are applicable) for its Respective Commitment of such Underwritten Shares not taken up by no later than the end of the third Business Day after the Acceptance Date; and (b) procure payment or pay to include Registrable Securities the Company the Subscription Price for its Respective Commitment of such Underwritten Shares not taken up by no later than the end of the fifth Business Day after the Acceptance Date, against the issue of Rights Shares (fully-paid) in a registration certificated form in such names and denominations as specified by the Underwriter in respect of the Rights Shares to be issued in certificated form, and against HKSCC crediting such stock accounts in CCASS as shall be notified by the Underwriter with the number of Rights Shares (fully-paid) as specified by the Underwriter in respect of the Rights Shares to be issued in uncertificated or scripless form. The obligations of the Underwriters in this Clause 10.2 are several and not joint nor joint and several, and each Underwriter shall be responsible only for its respective proportion of the Underwritten Shares not otherwise taken up as set out below (“Respective Commitment”): Citi 40% Macquarie 30% MLAP 20% Huatai 10% 10.3 Each Underwriter can elect to receive the fully paid Underwritten Shares for which it has so subscribed, or procured subscription pursuant to this Section 2.3 Clause 10.2, in certificated form or in CCASS. 10.4 If an Underwriter elects to receive its fully paid Underwritten Shares in certificated form, the Company shall be conditioned upon arrange for the delivery to such Holder’s participation Underwriter or its nominee of shares certificates in respect of the fully paid Underwritten Shares for which the relevant Underwriter has so subscribed or procured subscribers, in such underwriting names and in such denominations as‌ the inclusion of such Holder’s Registrable Securities in relevant Underwriter may require, at the underwriting later of: (i) the time share certificates are despatched generally to persons who have taken up the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected Rights Shares; and (ii) payment for such underwriting Underwritten Shares is received by the Company. Notwithstanding any other provision If an Underwriter elects to receive its fully paid Underwritten Shares via CCASS (the “CCASS Shares”), it shall provide a notice in writing to the Company, together with the details of this Agreementits CCASS account (or the details of the CCASS account of its nominee, if applicable), at least two Business Days prior to the underwriter determines date on which the share certificates are generally despatched to persons who have taken up the fully paid Rights Shares. The Company shall (i) credit the relevant CCASS Shares to such Underwriter’s CCASS account or such other CCASS account as such Underwriter directs in good faith its notice in writing; and (ii) provide evidence or confirmation that marketing factors require such documents and instructions required to effect the crediting of such CCASS Shares have been signed or given, as the case may be, to such Underwriter , at the later of: (i) the time share certificates are despatched generally to persons who have taken up the Rights Shares; and (ii) payment for such Underwritten Shares is received by the Company. If any of the CCASS Shares are not deposited into CCASS on or before the time specified in this Clause 10.4, the Company shall arrange share certificates to be issued in respect of those CCASS Shares as if the relevant Underwriter had elected to receive the CCASS Shares in certificated form 10.5 The Company undertakes to inform, or procure the Registrar to inform, the Underwriters on a limitation of daily basis as to the number of shares to be underwrittenRights Shares Accepted on any day, by 10:00 a.m. on the number of shares that following day, during the period between the Prospectus Date and the Acceptance Date (both days inclusive) (or such other intervals as may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held agreed by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior Underwriters). 10.6 The Company agrees that any Underwriter and any sub-underwriter who acquires Rights Shares shall be entitled to the effective date same remedies and rights of action against the Company, and to the same extent, as any person who acquires any Rights Shares pursuant to the Rights Issue on the basis of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting Prospectus Documents. 10.7 For the avoidance of doubt, the obligations of each Underwriter under this Agreement shall be excluded limited to and withdrawn from shall not exceed its Respective Commitment of the registration. For Underwritten Shares not taken up and no Underwriter shall have any Holder which is a partnershipliability, limited liability company responsibility or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members obligation in respect of any such partnersdefault, retired partners, members and retired members and any trusts for the benefit of any action or omission by another. 10.8 As soon as an Underwriter’s Respective Commitment of the foregoing person Underwritten Shares not taken up of has been subscribed for and paid for (either by such Underwriter or subscribers procured by it pursuant to the above provisions), such Underwriter 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 discharged from all entities and individuals included in such “Holder,” as defined in further liability under this sentenceClause 10.

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no basis based on the total number of shares of Common Stock owned by those stockholders who are not Holders desiring to participate in the underwriting. 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) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clausesentence. In no event will shares of any other selling stockholder be included in such registration that which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority two-thirds (2/3) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder"HOLDER,” " and any pro rata reduction with respect to such “Holder” "HOLDER" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder"HOLDER,” " as defined in this sentence.

Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders under this Agreement and the holders of registerable securities under the Prior Investor Rights Agreement on a pro rata basis based on the total number of Registrable Securities held by the HoldersHolders and registerable securities held by the holders under the Prior Investor Rights Agreement; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without Holders, except (i) registerable securities of the holders under the Prior Investor Rights Agreement, or (ii) with the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members members, stockholders and stockholders affiliates of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders TCP on a pro rata basis based on the total number of Registrable Securities held by the Holders affiliated with TCP; third to the Holders of all other Registrable Securities on a pro rata basis based on the number of Registrable Securities held by such Holders; and thirdfourth, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringoffering and the written consent of TCP if the Registrable Securities proposed to be sold in the offering includes Registrable Securities of TCP. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities and the Purchasers of Purchaser Registrable Securities. In such event, the right of any such Holder or Purchaser to include Registrable Securities be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s 's or Purchaser's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities or Purchaser's Purchaser Registrable Securities in the underwriting to the extent provided herein. All Holders or Purchasers proposing to distribute their Registrable Securities or Purchaser Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Rights Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, allocated first, to the Company; second, to the Holders and Purchasers on a pro rata basis based on the total number of Registrable Securities and Purchaser Registrable Securities held by the HoldersHolders and Purchasers who wish to sell in such offering; and third, to any stockholder shareholder of the Company (other than a HolderHolder of Registrable Securities or a Purchaser of Purchaser Registrable Securities) on a pro rata basis; provided. Notwithstanding the immediately preceding sentence, however, that in no such reduction event shall reduce the amount of securities of the selling Holders or Purchasers included in the registration be reduced below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder shareholder be included in any such registration that which would reduce the number of shares which may be included by Holders or Purchasers without the written consent of Holders or Purchasers of not less more than a majority fifty percent (50%) of the aggregate number of Registrable Securities and Purchaser Registrable Securities proposed to be sold in the offering. If any Holder disapproves Notwithstanding anything to the contrary in this Section 2.3(a), (i) in the event of a registration pursuant to Section 2.5 in which the underwriter determines in good faith that marketing factors require a limitation of the terms number of any such underwritingshares to be underwritten, such Holder the number of shares that may elect to withdraw therefrom by written notice to be included in the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from allocated first, to the registration. For any Holder which is Holders of ZoneNetwork Registrable Securities; second, to the Company; third, to other Holders or Purchasers on a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be basis based upon on the aggregate amount total number of shares carrying registration rights owned by all entities Registrable Securities and individuals included in such “Holder,” as defined in this sentence.Purchaser Registrable Securities held by

Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters underwriter(s) selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines underwriter(s) determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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 underwriterunderwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 3.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable SecuritiesSecurities in writing. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 3.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines or underwriters advises the Company and the Holders in writing that in the good faith that judgment of such managing underwriter or underwriters the marketing factors relating to the underwriting require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the Company’s Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members members, stockholders and stockholders Affiliates of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting pursuant to this Section 2.3 shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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 stockholdersshareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clausesentence. In no event will shares of any other selling stockholder shareholder be included in such registration that which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Holder, or the estates and family members Family Members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” "HOLDER", and any pro rata reduction with respect to such “Holder” "HOLDER" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder"HOLDER,” " as defined in this sentence.

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, however that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringsentence. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members member and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 3.2 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 3.2 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 to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. The underwriter(s) shall be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Agreement, if the underwriter Company determines in good faith faith, based on the advice of the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering IPO and such registration does not include shares of any other selling stockholdersshareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 2.1 is for an underwritten offering, the Company shall so advise the Holders of Registrable SecuritiesHolders. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Investors in accordance with the terms of the Investor Rights Agreement; third, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and thirdfourth, to any other stockholder of the Company (other than an Investor or a Holder) on a pro rata basis; provided, however, that no . No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration; provided, unless such offering is the Initial Offering and however, that if such registration does not include shares of any stockholder of the Company other selling stockholders, in which event than Investors any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringsentence. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which that is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; Company and, second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that if the inclusion of such shares would reduce the number of shares which that may be included by Holders without the written consent of Holders of not less than a majority sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If (i) Lender shall evaluate the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded proposed Substitute Mortgaged Property in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which Underwriting Requirements. (ii) A Substitution may be included by Holders without effected if (1) the written consent of Holders proposed Substitute Mortgaged Property has a Debt Service Coverage Ratio of not less than a majority 1.35:1.0 with respect to the amount of the Registrable Securities Fixed Loan which is allocated as the Allocable Loan Amount for such Substitute Mortgaged Property and 1.10:1.0 with respect to the amount of the Variable Loan which is allocated as the Allocable Loan Amount for such Substitute Mortgaged Property and its Loan to Value Ratio must not exceed seventy percent (70%) and (2) the Collateral Pool, immediately after the Substitution, satisfies the better of the following tests (i.e. the test which produces a lower Aggregate Loan to Value Ratio and a higher Aggregate Debt Service Coverage Ratio): (A) the Coverage and LTV Test and (B) the Aggregate Debt Service Coverage Ratio and the Aggregate Loan to Value Ratio of the Collateral Pool immediately prior to the Substitution. If necessary in order for the Collateral Pool to meet the tests set forth in this Section 3.06(b)(ii) after the Substitution, Borrower may prepay a portion of the Term Loan (including all prepayment premiums) pursuant to the terms of the Notes and this Agreement. Notwithstanding the foregoing, if either of the tests set forth above in subsection (1) or (2) are not satisfied after the Substitution of a proposed Substitute Mortgaged Property, such Substitution may be permitted by Lender if the Substitution improves the Collateral Pool based on factors that are consistent with Lender’s Underwriting Requirements and result in improvement in one or more of the following areas: the then current Valuation of the Mortgaged Properties, the then current Aggregate Debt Service Coverage Ratio, or the then current Aggregate Loan to Value Ratio. (iii) Within thirty (30) Business Days after receipt of (A) the Substitution Request and (B) all reports, certificates and documents required by the Underwriting Requirements and this Agreement, including a zoning analysis required by Lender in connection with similar loans anticipated to be sold to ▇▇▇▇▇▇ ▇▇▇, Lender shall notify the applicable Borrower whether the Substitute Mortgaged Property meets the requirements of this Section 3.06(b) and the Underwriting Requirements and the other requirements for the Substitution of a Mortgaged Property as set forth in this Agreement. Within five (5) Business Days after receipt of Lender’s written notice in response to the offeringSubstitution Request, Borrower shall notify Lender whether it elects to proceed with the Substitution. If any Holder disapproves Borrower fails to respond within the period of the terms of any such underwritingfive (5) Business Days, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting it shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person shall be conclusively deemed to be a single “Holder,” and any pro rata reduction have elected not to proceed 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 sentenceSubstitution.

Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter Company determines in good faith faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) % 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority 60% of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) 10 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the Company and underwriter determines determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) % of the total amount of securities requested to be included by the Holders in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) 10 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the such Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registrationregistration without the written consent of the Requisite Senior Preferred Majority, unless such offering is the Initial a Qualified Public Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that without the written consent of those Holders of a majority of the Registrable Securities held by the Investors and proposed to be sold in the offering if such inclusion would reduce the number of shares which that may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringHolders. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 2.2 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter Company determines in good faith faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; and second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that unless the registration is for the IPO, no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) % 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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.members

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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 stockholdersQualified Offering, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringsentence. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares shares, which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders Investors on a pro rata basis based on the total number of Registrable Securities held by the HoldersInvestors; and third, third to any stockholder of the Company (other than a Holderan Investor) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders Investors included in the registration below thirty fifteen percent (3015%) 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, in which event any or all of the Registrable Securities of the Holders Investors may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders Investors without the written consent of Holders of Investors holding not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter Company determines in good faith faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 25% of the total amount of securities included in such registration, unless such offering is the Initial Offering a Qualified IPO and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten by the later of (10i) 10 business days prior to the effective date of the registration statementstatement and (ii) five business days after the Holder is furnished with the final terms of such underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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.by

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata PRO RATA basis based on the total number of Registrable Securities held by the Holders (provided, however, for all underwritten offerings other than the Company's initial public offering, the Holders' pro rata share may not be reduced to less than twenty-five percent (25%) of the aggregate number of shares included in the offering); and third, to any stockholder of the Company (other than a Holder) on a pro rata PRO RATA basis; provided, however, that no . No such reduction shall reduce the amount of securities of being offered by the selling Holders Company for its own account to be included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clauseunderwriting. In no event will shares of any other selling stockholder be included in such registration that which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “"Holder,” " and any pro rata 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. If the a registration statement of under which the Company gives notice under this Section 2.3 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Holder's Registrable Securities to be included in a registration pursuant to this Section 2.3 1.3 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 enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected by the Company for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this AgreementExhibit C, if the underwriter determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company; , and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by the Holders; and third, to any stockholder of the Company (other than a each such Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the a registration statement of under which the Company gives notice under this Section 2.3 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Holder's Registrable Securities to be included in a registration pursuant to this Section 2.3 1.3 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 enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Agreement, if the underwriter determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, firstFIRST, to the Company; , and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by the Holders; and third, to any stockholder of the Company (other than a each such Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to first among the Company; second, to the Series E Holders on a pro rata basis based on the total number of Registrable Securities held by all such Series E Holders, second, to the extent available, to the Series D Holders on a pro rata basis based on the number of Registrable Securities held by all such Series D Holders; and , third, to the extent available, to the Series C Holders on a pro rata basis based on the number of Registrable Securities held by all such Series C Holders, fourth, to the extent available, among the Series B Holders on a pro rata basis based on the number of Registrable Securities held by all such Series B Holder, fifth, to the extent available, among the Series A Holders on a pro rata basis based on the number of Registrable Securities held by all such Series A Holders and sixth, to any stockholder other shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . No such reduction shall (i) reduce the amount of securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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 stockholdersshareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clausesentence. In no event will shares of any other selling stockholder shareholder be included in such registration that which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which that is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 4. 2 is for an underwritten offering, the Company shall so advise the Holders of Registrable SecuritiesShares. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 4.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities Shares in the underwriting to the extent provided hereinherein . All Holders proposing to distribute their Registrable Securities Shares through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares securities to be underwrittenunderwritten and advises the Holders of Registrable Shares in writing, the number of shares that may be included in the underwriting shall be allocatedallocated , first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities Shares held by the Holders; and third, to any stockholder holder of securities of the Company (other than a Holder) on a pro rata basis; providedbasis . In making any such reduction , however, that no all shares held by employees of the Company which are not Registrable Shares shall first be excluded. 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) reduce the amount of securities Registrable Shares of the selling Holders included in the registration below thirty three and one-third percent (3033 1/3%) 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 stockholdersOffering, in which event any or all of the Registrable Securities Shares of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringexcluded. If any Holder disapproves of the terms of any such underwritingunderwriting , such Holder may elect to withdraw therefrom by written notice to the --' Company and the underwriterunderwriter , delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnershippartnership , limited liability company or corporation, the partners, retired partners, partners and members, retired partners and members and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, partners and members and retired partners and members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members members, stockholders and stockholders affiliates of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder shareholder of the Company (other than a Holder) requesting registration pursuant to Section 2.2 on a pro rata basis; provided, however, that no . No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder shareholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder shareholders of the Company (other than a Holderthe Holders) on a pro rata basisbasis based on the total number of Company securities held by such holders; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 25% of the total amount of securities included in such registration, unless such offering is the Initial Offering a Qualified IPO and such registration does not include shares of any other selling stockholdersshareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder shareholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business 15 days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members members, shareholders and stockholders affiliates of such Holder, or and the estates and family members of any such partners, retired partners, members and or retired members and any trusts for the benefit of any of the foregoing person 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 deemed to be such single “Holder,” as defined provided in this sentence. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriter(s) may round the number of shares allocated to any Holder, the Company or any other shareholder of the Company to the nearest 100 shares.

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 2.2 is for an underwritten offering, the Company shall so advise in such notice the Holders of who hold Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s the Registrable Securities such Holder desires to include in such registration in the underwriting to the extent provided hereinunderwriting. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwrittenunderwritten in a registration statement pursuant to this Section 2.2, the number of shares that may be included in the such underwriting shall be allocated, first, allocated first to the Company; second, to all Holders who are entitled to participate and who have elected to participate in the Holders offering pursuant to the terms of this Agreement, on a pro rata basis based on upon the total number of Registrable Securities shares held by the Holderseach such participating Holder that are subject to piggyback registration rights pursuant hereto; and third, to any stockholder other shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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 managing underwriter, delivered at least ten (10) business 10 calendar days prior to the effective date of the registration statement or in the case of a registration statement on Form S-3 or similar short-form registration statement. Any Registrable Securities excluded , by the close of business on the first Business Day after the public notice of an offering or withdrawn from if the offering is publicly announced at the beginning of a Business Day, 4:00 P.M. Eastern Time on such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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 sentenceday.

Underwriting. If the a registration statement of under which the Company gives notice under this Section 2.3 5.11 is for an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesSellers selling Cambex Shares. In such event, the right of any such Holder Seller's Cambex Shares to include Registrable Securities be included in a registration pursuant to this Section 2.3 5.11 shall be conditioned upon such Holder’s Seller's participation in such underwriting and the inclusion of such Holder’s Registrable Securities Seller's Cambex Shares in the underwriting to the extent provided herein. All Holders Sellers proposing to distribute their Registrable Securities Cambex Shares through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Agreement, if the underwriter determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including the Cambex Shares) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company; secondBuyer, and second to the Holders Sellers and other holders requesting inclusion of their securities in such registration statement on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, securities each such holder has requested to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders be included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. If any Holder Seller disapproves of the terms of any such underwriting, such Holder Seller may elect to withdraw therefrom by written notice to the Company Buyer and the underwriter, delivered at least ten (10) business 20 days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 2.2 is for an underwritten offering, the Company shall so advise in such notice the Holders of who hold Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s the Registrable Securities such Holder desires to include in such registration in the underwriting to the extent provided hereinunderwriting. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwrittenunderwritten in a registration statement pursuant to this Section 2.2, the number of shares that may be included in the such underwriting shall be allocated, first, allocated first to the Company; second, to all Holders who are entitled to participate and who have elected to participate in the Holders offering pursuant to the terms of this Agreement, on a pro rata basis based on upon the total number of Registrable Securities shares held by the Holderseach such participating Holder that are subject to piggyback registration rights pursuant hereto; and third, to any stockholder other shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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 managing underwriter, delivered at least ten (10) business 10 calendar days prior to the effective date of the registration statement or in the case of a registration statement on Form S-3 or similar short-form registration statement. Any Registrable Securities excluded , by the close of business on the first business day after the public notice of an offering or withdrawn from if the offering is publicly announced at the beginning of a business day, 4:00 P.M. Eastern Time on such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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 sentenceday.

Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 2.2 is for an underwritten offering, the Company shall so advise the Holders of Registrable SecuritiesSecurities of that fact in writing. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) % 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 stockholdersshareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder shareholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority 67% of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwritingunderwriting in such Holder’s sole discretion, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration and the Holders thereof shall bear no expenses related thereto or in connection with the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement or other offering document of which the Company gives notice under this Section 2.3 6.02 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 6.02 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 provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days Business Days prior to the effective date of the registration statementstatement or other offering document; provided, however, such ▇▇▇▇▇▇’s obligation to provide such notice to the Company and the underwriter is conditioned upon the Company and the underwriter providing written notice of the terms of such underwriting to the Holders twelve (12) Business Days prior to the effective date of the registration statement or other offering document. If it is impracticable for such terms to be provided to the Holder twelve (12) Business Days prior to the effective date of the registration statement or other offering document, then the Holder shall have the right to elect to withdraw from such underwriting during the two (2) Business Day period following the provision of such terms in writing to the Holder. Any Registrable Securities excluded or withdrawn from such underwriting as a result of the prior two sentences shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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.such

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Series E Holders of Registrable Securities. In such event, the right of any such Series E Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Series E Holder’s 's participation in such underwriting and the inclusion of such Series E Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Series E Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the CompanyCompany (which underwriter or underwriters shall be reasonably acceptable to the Series E Holders). Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Series E Holders on a pro rata basis based on the total number of Registrable Securities held by the Series E Holders; and third, to any stockholder shareholder of the Company (other than a Series E Holder) on a pro rata basis; provided, however, that no . No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, and in no event shall the amount of securities of the selling Series E Holders included in the registration be reduced to include the shares of any other selling shareholders or below thirty twenty-five percent (3025%) 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 stockholdersOffering, in which event any or all of the Registrable Securities of the Series E Holders may be excluded in accordance with the immediately preceding clausesentence. In no event will shares of any other selling stockholder shareholder be included in such registration that which would reduce the number of shares which may be included by Series E Holders without the written consent of Holders the holders of not less than a majority two-thirds (66 2/3%) of the Registrable Securities held by Series E Holders proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders Investors on a pro rata basis based on the total number of Registrable Securities held by the HoldersInvestors; and third, to any stockholder securityholder of the Company (other than a Holder) on a pro rata basis; provided, however, that (a) no such reduction shall reduce the amount of securities of the selling Holders Investors included in the registration below thirty twenty-five percent (3025%) 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 stockholderssecurityholders, in which event any or all of the Registrable Securities of the Holders Investors may be excluded in accordance with the immediately preceding clause. In , and (b) no event will shares of any other selling stockholder securities held by a Founder shall be included in such registration that would reduce the number of shares which may be included if any securities held by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringany Investor are excluded. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable SecuritiesHolders. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 If any Holder proposes to distribute their its Registrable Securities through such underwriting it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder shareholder be included in such registration that which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members and any trusts for the benefit of any of the foregoing person 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 sentencesentence and such amounts shall be allocated by the Holder in its discretion.

Underwriting. If the a registration statement of under which the ------------ Company gives notice under this Section 2.3 1.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Holder's Registrable Securities to be included in a registration pursuant to this Section 2.3 1.2 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 enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter determines determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company; second, second to holders of the Company's ----- ------ Series A Preferred Stock and Series B Preferred Stock (or Registrable Securities issuable upon conversion of such Series A Preferred Stock or Series B Preferred Stock), third, to the holders of "registrable securities" as that term is ----- defined in, and pursuant to, that certain Registration Rights Agreement, dated as of September 11, 1997, by and among the Company and certain shareholders of Aimtech Corporation, a Delaware corporation, and fourth, to the Holders ------ requesting inclusion of their Registrable Securities in such registration statement pursuant to this Section 1.2 on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a each such Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that . In no such reduction event shall reduce the amount of securities of the selling Holders included in the registration be reduced below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clausesentence. In no event will shares of any other selling stockholder be included in such registration that which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority fifty percent (50%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 (other than as a result of a demand by Initiating Holders pursuant to Section 2.2) is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to the members of the Active Management Team on a pro rata basis; and fourth, to any other stockholder of the Company (other than a HolderHolder or member of the Active Management Team) on a pro rata basis; provided, however, that no . 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) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringsentence. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporationcompany, the partners, retired partners, members, retired members and stockholders manager of Holder and any members or former members of any of the foregoing, and any Holder which is a partnership, the partners and retired partners of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of for which the Company gives notice Stockholders have registration rights under this Section 2.3 Agreement is for an underwritten offering, the Company shall so advise the Holders of Registrable SecuritiesStockholders. In If the Stockholders elect to participate in such eventoffering, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 Stockholders shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the Company’s underwriter determines in good faith that marketing factors require a limitation secondary offering raising gross proceeds to the Company of the number of shares to be underwritten, at least $6 million may reduce (on a pro rata basis) or eliminate the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on based upon a pro rata basis based on the total number good faith determination that marketing factors require a limitation or elimination of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may to be included by Holders without the written consent of Holders of not less than a majority of underwritten, provided that the Registrable Securities proposed shall not be reduced prior to any other securities to be sold in the offeringoffering by selling stockholders. In addition, the Company may postpone the filing or the effectiveness (which may include the withdrawal of an effective registration statement) of a registration statement based upon advice from its underwriters. If any Holder Stockholder disapproves of the terms of any such underwriting, such Holder Stockholder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) 10 business days prior to the effective date of the registration statement. If, by the withdrawal of any Registrable Securities by a Stockholder, a greater number of securities held by other holders may be included in such registration statement (up to the limit imposed by the underwriters), the Company shall offer to all Stockholders who have not withdrawn from the registration statement the right to include their pro rata share of such additional securities to be registered. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership, limited liability company The Company or corporation, its underwriters may condition the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any participation of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to Stockholders in such “Holder” shall be based underwriting upon the aggregate amount Stockholders entering into a lock-up agreement with the Company or its underwriters for such period of shares carrying registration rights owned time deemed appropriate by all entities and individuals included in the underwriters; provided, however, that such “Holder,” as defined in this sentencelock-up period shall not exceed 180 days without the consent of the Stockholders holding a majority of the Registrable Securities.

Underwriting. If Subject to the terms and conditions contained herein: ------------ (a) The Company proposes to issue and sell ______ shares of common stock, par value $.001 per share (the "Common Stock"), of the Company, and the Selling Stockholders propose to sell ________ shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders, the "Firm Shares") to the several Underwriters. The Company also proposes to issue and sell not more than ______ additional shares of Common Stock (the "Option Shares" and, together with the Firm Shares, the "Shares") to the several Underwriters if requested by the Representatives as provided in Section 2(b) hereof. (b) Upon your authorization of the release of the Firm Shares, the Underwriters propose to make a public offering (the "Offering") of the Firm Shares upon the terms set forth in the Prospectus (as defined below) as soon after the Registration Statement (as defined below) and this Agreement have become effective as in the Representatives' sole judgment is advisable. As used in this Agreement, the term "Original Registration Statement" means the registration statement of which (File No. 333-_____) initially filed with the Company gives notice under this Section 2.3 Securities and Exchange Commission (the "Commission") relating to the Shares, as amended at the time when it was or is for an underwritten offeringdeclared effective, the Company shall so advise the Holders of Registrable Securities. In such event, the right of including all financial schedules and exhibits thereto and including any such Holder to include Registrable Securities in a registration information omitted therefrom pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwriting Rule 430A under the Securities Act of 1933, as amended (the "Securities Act"), 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocatedProspectus; the term "Rule 462(b) Registration Statement" means any registration statement filed with the Commission pursuant to Rule 462(b) under the Securities Act (including the Registration Statement and any Preliminary Prospectus (as defined below) or Prospectus incorporated therein at the time such Registration Statement becomes effective); the term "Registration Statement" includes both the Original Registration Statement and any Rule 462(b) Registration Statement; the term "Preliminary Prospectus" means each prospectus subject to completion filed with the Original Registration Statement or any amendment thereto (including the prospectus subject to completion, firstif any, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of Original Registration Statement or any amendment thereto at the total amount of securities included in such registration, unless such offering time it was or is declared effective); the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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.term "Prospectus" means:

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . 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) reduce the amount of securities of the selling Holders included in the registration below thirty twenty percent (3020%) 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 stockholdersOffering, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clausesentence. In no event will shares of any other selling stockholder shareholder be included in such registration that which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for a registered public offering involving an underwritten offeringunderwriting, the Company shall so advise the Holders as a part of Registrable Securitiesthe written notice given pursuant to Section 3.2(a)(i). In such event, event the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 3.2 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 to distribute their Registrable Securities securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this AgreementSection 3.2, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares of Registrable Securities that may be included in such registration by the underwriting Holders shall be allocatedreduced, first, to but in no event shall the Company; second, to the Holders on a pro rata basis based on the total number of shares of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration be reduced below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless . The Company shall so advise all Holders distributing their securities through such offering is underwriting of such limitation and the Initial Offering and such registration does not include number of shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders that may be excluded included in the registration, and underwriting, shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included in the registration statement. To facilitate the allocation of shares in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce above provisions, the Company may round the number of shares which may be included by Holders without allocated to any Holder to the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringnearest 100 shares. If any Holder disapproves or Holders disapprove of the terms of any such underwriting, such Holder or Holders may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities and/or securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the registration. For any Holder which is a partnership, limited liability company or corporation, effective date of the partners, retired partners, members, retired members and stockholders of such Holderregistration statement relating thereto, or such other shorter period of time as the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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 sentenceunderwriters may require.

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 2.2 is for an underwritten offering, the Company shall so advise in such notice the Holders of who hold Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s the Registrable Securities such Holder desires to include in such registration in the underwriting to the extent provided hereinunderwriting. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwrittenunderwritten in a registration statement pursuant to this Section 2.2, the number of shares that may be included in the such underwriting shall be allocated, first, allocated first to the Company; second, to all Holders who are entitled to participate and who have elected to participate in the Holders offering pursuant to the terms of this Agreement, on a pro rata basis based on upon the total number of Registrable Securities shares held by the Holderseach such participating Holder that are subject to piggyback registration rights pursuant hereto; and third, to any stockholder other shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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 managing underwriter, delivered at least ten (10) business calendar days prior to the effective date of the registration statement or in the case of a registration statement on Form S-3 or similar short-form registration statement. Any Registrable Securities excluded , by the close of business on the first business day after the public notice of an offering or withdrawn from if the offering is publicly announced at the beginning of a business day, 4:00 P.M. Eastern Time on such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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 sentenceday.

Underwriting. If the a registration statement of under which the Company gives notice under this Section 2.3 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Agreement, if the underwriter determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company; , second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by the Holders; each such Holder and third, to any each other stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no ). No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Public Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringsentence. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, a limited liability company or corporation, the partners, retired partners, members and retired members, retired members and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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 Registrable Securities owned by all entities and individuals included in such “Holder,” as defined in this sentence. In no event shall any Registrable Securities be excluded from any registration unless all other stockholder’s securities (that are not Registrable Securities) have been first excluded.

Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority seventy percent (70%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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.written

Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; Company and, second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that if the inclusion of such shares would reduce the number of shares which that may be included by the Holders without the written consent of Holders of not less than a majority sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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 Registrable Securities owned by all entities and individuals included in such “Holder,” as defined in this sentence. Each Advised Holder shall each be deemed to be a single “Holder,” for purpose of any pro rata reduction under this Section 2.3(a) and any such pro rata reduction with respect to any 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. If the registration statement of which the Company gives notice under this Section 2.3 is for a registered public offering involving an underwritten offeringunderwriting, the Company shall so advise the Holders Shareholders as part of Registrable Securitiesthe written notice given pursuant to Section 2.1(a)(i). In such event, event the right of any such Holder Shareholders to include Registrable Securities in a registration pursuant to this Section 2.3 2.1 shall be conditioned upon such Holder’s Shareholders’ participation in such underwriting underwriting, and the inclusion of such Holder’s Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders The Shareholders and all other shareholders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this AgreementSection 2.1, if the managing underwriter reasonably determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number managing underwriter may limit some or all of shares the Registrable Securities that may be included in the registration and underwriting as follows: the number of Registrable Securities that may be included in the registration and underwriting by the Shareholders shall be allocateddetermined, firstsubject to Section 2.2 below, to by multiplying the number of shares of Common Stock of all selling shareholders, including the Company; second, which the managing underwriter is willing to include in such registration and underwriting, times a fraction, the Holders on a pro rata basis based on numerator of which is the total number of Registrable Securities held by the Holders; Shareholders, and third, to any stockholder the denominator of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of which is the total amount number of securities shares of Common Stock (including the Registrable Securities) which all selling shareholders, including the Company, have requested to have included in such registration, unless such offering is registration and underwriting. To facilitate the Initial Offering and such registration does not include allocation of shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce above provisions, the Company may round the number of shares which may be included by Holders without allocable to any such person to the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringnearest 100 shares. If any Holder Shareholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) business not less than seven days prior to before the effective date and such withdrawal shall not prevent the Shareholder from again exercising his registration rights in respect of the registration statement. Any such withdrawn Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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 as described in such “Holder,” as defined in this sentencesubsection (a) above.

Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) % 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) 10 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members members, stockholders and stockholders affiliates of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Initiating Holders on a pro rata basis based on the number of Registrable Securities held by all Initiating Holders; third, to the remaining Holders on a pro rata basis based on the total number of Registrable Securities held by the HoldersHolders reduced by the number of Registrable Securities that such remaining Holders may lawfully sell pursuant to Rule 144 or 145 of the Securities Act in a ninety (90) day period; and thirdfourth, to any stockholder shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty percent (3020%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the a registration statement of under which the Company gives notice under this Section 2.3 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable SecuritiesIntuit. In such event, the Intuit's right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 1.3 shall be conditioned upon such Holder’s Intuit's participation in such underwriting and the inclusion of such Holder’s Intuit's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting Intuit shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriters 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, first, to the Company; , and second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basisIntuit; provided, however, that no such reduction shall reduce the amount of securities right of the selling Holders underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that: (i) the number of Registrable Securities included in the any such registration is not reduced below thirty twenty percent (3020%) of the total amount of securities shares included in such the registration; and (ii) all shares that are not Registrable Securities and are held by other shareholders of the Company, unless such offering is (except those shareholders with registration rights that, as of the Initial Offering Effective Date of the Plan, are senior to or on a pari passu basis with those of Intuit and are disclosed to Intuit in the Plan or any disclosure letter delivered to Intuit pursuant to the Plan), shall first be excluded from such registration does not include shares of and underwriting before any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringare so excluded. If any Holder Intuit disapproves of the terms of any such underwriting, such Holder Intuit may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders of the Registrable Securities issued or issuable upon conversion of the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock; and third, to the Holders of the remaining Registrable Securities. Within each of the foregoing first, second and third tranche, the allocation shall be on a pro rata basis based on the total number of Registrable Securities in such tranche held by the such Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration sentence and provided that would reduce the number of shares which underwriter may, at its sole discretion, limit the amount that may be included offered by Holders without the written consent of Holders of not less than a majority Founder who is also an officer or director of the Registrable Securities proposed to be sold in Company at the offeringtime. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, allocated first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the HoldersHolders who wish to sell in such offering; and third, to any stockholder shareholder of the Company (other than a HolderHolder of Registrable Securities) on a pro rata basis; provided. Notwithstanding the immediately preceding sentence, however, that in no such reduction event shall reduce the amount of securities of the selling Holders included in the registration be reduced below thirty twenty-five percent (3025%) 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 stockholdersOffering, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clausesentence. In no event will shares of any other selling stockholder shareholder be included in any such registration that which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less more than a majority fifty percent (50%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the a registration statement of under which the Company gives notice under this Section 2.3 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Holder’s Registrable Securities to be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Agreement, if the underwriter determines Company or its managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company; , and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities held requested by each such Holder to be included in the Holders; and thirdregistration, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount number of securities of shares offered by the selling Holders included in the registration below thirty may not be reduced to less than twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold registered in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the a registration statement of under which the ------------ Company gives notice under this Section 2.3 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Holder's Registrable Securities to be included in a registration pursuant to this Section 2.3 1.3 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 enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Agreement, if the underwriter determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the ----- Company; , and second, to each of the Holders requesting inclusion of their ------ Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by the Holders; and third, to any stockholder of the Company (other than a each such Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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 Registrable Securities owned by all entities and individuals included in such “"Holder,” ", as defined in this sentence.

Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In ; and provided further that no event will shares securities of a Holder shall be excluded from a registration if any other selling stockholder be securities of a non-Holder are included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringregistration. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which that is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 2.1 is for an underwritten offering, the Company shall will so advise the Holders of Registrable SecuritiesHolder. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 shall 2.1 will 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 Holder proposes to distribute their its Registrable Securities through such underwriting Holder shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall will be allocated, first, to the Company; second, to the Holders on a pro rata basis based on “Holders” under that certain Founding Investor Rights Agreement dated January 1, 2009, as amended, by and among the total number of Registrable Securities held Company, Isis Pharmaceuticals, Inc. and Alnylam Pharmaceuticals, Inc., and the “Holders” under that certain Investor Rights Agreement dated October 12, 2012 by and between the HoldersCompany and AstraZeneca AB; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall will be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, subject to Sections 2.2(d) and 2.2(e), if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. If the Holders are so limited, however, no party shall sell shares in such registration other than the Company. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company company, corporation, trust or corporationnatural person, the partners, retired partners, members, retired members, stockholders, beneficiaries, grantors and family members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members members, retired members, beneficiaries, grantors and retired family members and any trusts or other entities for the benefit of any of the foregoing person 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 sentencesentence or as otherwise provided in Section 5.12.

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . 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) reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event (x) if such registration is the Initial Offering, any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clausesentence; and (y) if such registration is not the Initial Offering, a portion of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence provided that the aggregate value of the securities (including Registrable Securities) to be included in such registration by the Holders may not be so reduced to less than twenty-five percent (25%) of the total value of all securities included in such registration. In no event will shares of any other selling stockholder be included in such registration that which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company Parent gives notice under this Section 2.3 10.3 is for an underwritten offering, the Company Parent shall so advise the Holders of Registrable SecuritiesParticipating Holders. In such event, the right of any such Participating Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 10.3 shall be conditioned upon such Participating Holder’s 's participation in such underwriting underwriting, the deregistration of any Parent Common Stock to be registered on behalf of such Participating Holder under this Section 10.3 which was previously registered pursuant to Section 10.1, and the inclusion of such Holder’s Registrable Securities shares of Parent Common Stock in the underwriting to the extent provided herein. All Participating Holders proposing to distribute their Registrable Securities shares of Parent Common Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the CompanyParent. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the CompanyParent; second, to any stockholder of Parent who has registration rights under any agreement executed prior to the date of this Agreement on a pro rata basis; third, to the Participating Holders on a pro rata basis based on the total number of Registrable Securities shares of Parent Common Stock held by the Participating Holders; and thirdfourth, to any stockholder shareholder of the Company Parent (other than a HolderParticipating Holder or a holder who has registration rights pursuant to an agreement executed prior to this agreement) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. If any Participating Holder disapproves of the terms of any such underwriting, such Participating Holder may elect to withdraw therefrom by written notice to the Company Parent and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities shares of Parent Common Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Participating Holder which is a partnership, limited liability company partnership or corporation, the partners, retired partners, members, retired members partners and stockholders shareholders of such Participating Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “"Participating Holder,” " and any pro rata reduction with respect to such “"Participating Holder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"Participating Holder,” " as defined in this sentence.

Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines reasonably determines, in good faith faith, that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. 8.1 If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 hereinthat the Joint Bookrunners are unable to procure subscribers in accordance with clause 7.4 for those units of Rights Issue Stock not taken up, the Rights Issue Underwriters shall themselves severally procure subscribers or failing which themselves subscribe at the Rights Issue Price for the Underwritten Stock not otherwise taken up and for which subscribers are not procured under clause 7.4. All Holders proposing The obligations of the Rights Issue Underwriters in this clause 8.1 are several and not joint or joint and several and each Rights Issue Underwriter shall be responsible only for its Agreed Proportion of the Underwritten Stock not otherwise taken up or for which subscribers are not procured pursuant to distribute their Registrable Securities through such underwriting clause 7.4 and for the avoidance of doubt no Rights Issue Underwriter shall enter into an underwriting agreement have any liability or obligation in customary form with the underwriter or underwriters selected for such underwriting respect of any default by the Company. Notwithstanding any other provision of this Agreement, if Rights Issue Underwriter. 8.2 The Joint Bookrunners shall: 8.2.1 by not later than 5.00 p.m. on the underwriter determines in good faith that marketing factors require a limitation second Dealing Day after the Acceptance Date inform BoI of the number of shares units of Rights Issue Stock to be underwrittenissued to each of the Rights Issue Underwriters and the subscribers procured by them pursuant to clause 8.1; and 8.2.2 subject to deductions made pursuant to clause 11.4.3, each Rights Issue Underwriter shall, not later than the close of business on the fifth Dealing Day after the Acceptance Date, pay, or procure payment of, the number Rights Issue Price for the Underwritten Stock subscribed by it or for which it has procured subscribers pursuant to clause 8.1 to the Acceptance Account against credit of shares fully paid securities representing that may Underwritten Stock to the uncertificated securities account of such Rights Issue Underwriter as notified by it to BoI and the Receiving Agent. Upon compliance with this clause 8.2 by the relevant Rights Issue Underwriter, that Rights Issue Underwriter shall have no further obligations to BoI, except in relation to clause 13.4.1. 8.3 Any subscription of Rights Issue Stock under clause 7.4 or clause 8.1 will be included made on the terms and conditions and on the basis of the terms and conditions contained in Part IX of the Prospectus and, in the underwriting shall be allocatedcase of Qualifying Non-CREST Stockholders, firstthe Provisional Allotment Letters (except as regards the time and method for acceptance and payment) so far as they are applicable, subject to the CompanyBye-Laws and, in the case of any acquisition under clause 8.1, on the terms of this Agreement. Each Rights Issue Underwriter severally agrees to comply with the terms of the Selling Restrictions in subscribing for any Rights Issue Stock pursuant to clause 8.1. 8.4 BoI acknowledges and agrees that the Rights Issue Underwriters may exercise any and all rights which BoI may have in connection with the sale of the Underwritten Stock including any rights against any person who for any reason whatsoever has failed to pay for any of the New Ordinary Stock allotted to him. 8.5 Each Rights Issue Underwriter hereby irrevocably undertakes not to exercise any withdrawal rights it may have pursuant to section 87(Q) of FSMA or section 52 of the Irish Prospectus Regulations in respect of any Underwritten Stock for which it, acting in its capacity as Rights Issue Underwriter, subscribes as principal. 8.6 Without prejudice to clause 11.5, each Rights Issue Underwriter severally undertakes that, subject to clause 8.7, from the date of this Agreement until the Relevant Time, it will not, without the prior agreement of BoI (such agreement not to be unreasonably withheld), enter or cause any of its affiliates to enter into any transaction involving: 8.6.1 Ordinary Stock; secondor 8.6.2 securities, derivatives or other instruments relating to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company Ordinary Stock (other than a Holder) on a pro rata basis; providedany securities, howeverderivatives or other instruments referencing any existing and established sector or market index, provided that the weighting of the Ordinary Stock of any such sector or index does not exceed 10%), that no is intended, directly or indirectly, to have the economic effect of hedging or otherwise mitigating the economic risk associated with the underwriting commitment of any such reduction Rights Issue Underwriter. 8.7 The restriction in clause 8.6 above or the obligation in clause 8.6 to obtain BoI’s agreement shall reduce not apply to, nor (save as prohibited by law) shall each Rights Issue Underwriter and its respective affiliates be restricted from: 8.7.1 entering into any transactions constituting ordinary course trading activity (for the amount avoidance of securities doubt, including ordinary course market making, transactions carried out for the account of customers and/or any other customer facilitation transactions), provided that the intention of such ordinary course trading activity is not to, directly or indirectly, have the economic effect of hedging or otherwise mitigating the economic risk associated with the underwriting commitment of any such Rights Issue Underwriter pursuant to this Agreement; 8.7.2 any hedging activities in relation to Nil Paid Rights and/or Fully Paid Rights and/or the Rights Issue Stock and/or the Ordinary Stock undertaken with a view to the Rights Issue Underwriter and/or its affiliates achieving a substantially market-neutral position, allowing for daily fluctuations and without taking into account the underwriting commitments of such Rights Issue Underwriter, during the term of the undertaking contained in clause 8.6; 8.7.3 maintaining proprietary positions in BoI’s securities or in derivatives related to BoI’s securities entered into by the Rights Issue Underwriter prior to the date of this Agreement. Any such transactions shall be undertaken only in compliance with applicable securities laws and regulations; or 8.7.4 short selling Holders included activity to delta hedge existing positions in convertible bonds or derivatives related to the registration below thirty percent Ordinary Stock. 8.8 BoI undertakes to carry out an analysis of the law and regulation in those jurisdictions where it conducts banking, insurance and/or other regulated operations (30%other than the UK, the US and Ireland) to determine if there are or might be any restrictions (including the requirement to seek regulatory approvals or consents) or prohibitions on the acquisition or potential acquisition of Placing Stock or Underwritten Stock by any of the Underwriters (the “Regulatory Analysis”) and to inform the Joint Bookrunners (on behalf of the Managers) of the results of that analysis. To the extent that the Regulatory Analysis identifies any jurisdiction where regulatory approvals or consents may be required in connection with the acquisition or potential acquisition of Placing Stock or Underwritten Stock by any of the Underwriters, BoI undertakes to take such steps as the Joint Bookrunners (on behalf of the Managers) may reasonably request in order to obtain such regulatory approvals or consents prior to Placing Admission and Admission. 8.9 If the issue of Placing Stock or Underwritten Stock to an Underwriter pursuant to clause 8.1 would result in that Underwriter holding, in aggregate, a shareholding in BoI in excess of 9.99 per cent. (or such other percentages as the relevant underwriter, acting in good faith, determines and notifies in writing to BoI from time to time) of the total amount stock capital of securities included BoI on a fully-diluted basis taking into account the number of units of Ordinary Stock then held by the Underwriter (the “Relevant Underwriter”), the Relevant Underwriter shall give advance written notice thereof to BoI no later than the third Dealing Day after the Acceptance Date and shall specify in such registrationnotice whether, unless as a result of the obligation to obtain the relevant regulatory approval or consent in any jurisdiction where BoI conducts banking, insurance and/or other regulated operations or as a result of regulatory prohibitions on holdings above a certain threshold by the Relevant Underwriter in any of the Group Members (the “Stockholding Approvals”), the Relevant Underwriter elects not to take delivery of the Placing Stock or Underwritten Stock to the extent its shareholding in BoI would be in excess of 9.99 per cent. (or such offering is other percentages as the Initial Offering Relevant Underwriter determines and such registration does notifies in writing to BoI from time to time) (the “Excess Stock”). Such Excess Stock shall be provisionally allotted to the Relevant Underwriter. 8.10 If the notice given pursuant to clause 8.9 specifies that the Relevant Underwriter elects not include shares to take delivery of any other selling stockholdersthe Excess Stock, in which event any the Relevant Underwriter and BoI shall promptly consult together and attempt to procure sub-underwriters to subscribe for some or all of the Registrable Securities Excess Stock by the fifth Dealing Day after the Acceptance Date. Should it not be possible to find sub-underwriters for all of the Holders may Excess Stock, then on the fifth Dealing Day after the Acceptance Date, the following shall take place: 8.10.1 the Relevant Underwriter shall take delivery of that number of units of Underwritten Stock such that its shareholding in BoI does not exceed 9.99 per cent. (or such other percentage as the Relevant Underwriter, acting in good faith, determines and notifies in writing to BoI) of the total stock capital of BoI on a fully-diluted basis; 8.10.2 the Relevant Underwriter shall pay to the Acceptance Account the Rights Issue Price for (i) the Underwritten Stock to be excluded taken up by it hereunder (after applying the provisions of clause 8.10.6); and (ii) the Excess Stock, by no later than close of business on the fifth Dealing Day after the Acceptance Date, and such payment in accordance respect of the Excess Stock shall not be refundable except as, and only to the extent, provided for in this clause 8.10 and, for the avoidance of doubt, such refund shall only be made by way of set off as therein provided; 8.10.3 the obligation of the Relevant Underwriter to subscribe for the Excess Stock under this Agreement shall be extended for a period of up to three months after the fifth Dealing Day after the Acceptance Date or, if such period is extended as provided under clause 8.10.8, it shall be extended until the end of the extended period; 8.10.4 as soon as possible after the fifth Dealing Day after the Acceptance Date, the Relevant Underwriter shall seek to obtain, with the immediately preceding clauseassistance and cooperation of BoI, the relevant Stockholding Approvals; wherever appropriate, BoI shall initiate and/or assist in the contacts with the local regulators and use its best efforts to ensure that the relevant Stockholding Approvals are obtained within three months after the fifth Dealing Day after the Acceptance Date; if this three-month period is extended as provided under clause 8.10.8, BoI shall continue to assist and cooperate with the Relevant Underwriter so that all relevant Stockholding Approvals are obtained by the end of the extended period; 8.10.5 to the extent that the Relevant Underwriter has not procured subscribers for the Excess Stock, when all Stockholding Approvals shall have been obtained in all relevant countries, the Relevant Underwriter shall send to BoI a notice to announce that an unconditional allotment date (the “Unconditional Allotment Date”) shall take place within five Business Days of such notice; on such date, BoI shall unconditionally allot and deliver the remaining Excess Stock to the Relevant Underwriter; 8.10.6 if, at any time within the period of three months following the fifth Dealing Day after the Acceptance Date (or, if such period is extended as provided under clause 8.10.8, until the end of the extended period), the Relevant Underwriter is able to procure subscribers for all the remaining units of Excess Stock or a number of units of Excess Stock representing at least 1 per cent. In no event will shares of any the total stock capital of BoI, then issued and outstanding, the Relevant Underwriter shall send BoI a notice to announce that an Unconditional Allotment Date shall take place within five Business Days of such notice; on such Unconditional Allotment Date, the provisional allotment in respect of the relevant number of units of Excess Stock in favour of the Relevant Underwriter shall lapse and BoI shall unconditionally allot and issue the relevant number of units of Excess Stock to the subscribers nominated by the Relevant Underwriter. The Rights Issue Price in respect of each unit of Excess Stock paid by the subscribers shall be paid by the subscribers to the Relevant Underwriter for the account of the Receiving Agent and the Relevant Underwriter may set off the said Rights Issue Price against the Receiving Agent’s obligation to refund to the Relevant Underwriter the Rights Issue Price payable under clause 8.10.2 on the lapse of the provisional allotment as aforesaid; 8.10.7 if, as a result of obtaining Stockholding Approvals in one or several countries or a determination by the Relevant Underwriter, the highest shareholding that the Relevant Underwriter would be allowed to hold in BoI according to the laws applicable in all remaining countries is higher than 9.99 per cent. (or such other selling stockholder be included percentage as the Relevant Underwriter, acting in such registration that would reduce good faith, determines and notifies in writing to BoI from time to time) of the total share capital of BoI on a fully-diluted basis and, hence, the Relevant Underwriter determines it is able to increase the number of shares units of Ordinary Stock it holds in BoI, the Relevant Underwriter shall, to the extent that it has not procured subscribers for such Excess Stock, send to BoI a notice to announce that an Unconditional Allotment Date shall take place within five Business Days of such notice; on such Unconditional Allotment Date, BoI shall unconditionally allot and deliver the number of units of Excess Stock such that the number of units of Ordinary Stock held by the Relevant Underwriter reaches the highest shareholding allowed by applicable law in the countries in which may Stockholding Approvals remain to be included by Holders without obtained or such other level as the written consent of Holders of not less than a majority Relevant Underwriter determines; 8.10.8 if, on the last day of the Registrable Securities proposed three-month period referred to above, all or a number of Excess Stock remain to be sold allotted and issued, BoI shall unconditionally allot and issue on such day the remaining Excess Stock to the Relevant Underwriter; however, if at that time, the Relevant Underwriter determines that any necessary Stockholding Approvals remain to be obtained, the Relevant Underwriter shall inform BoI by notice at least five Business Days prior the end of the three-month period; in such a case, the period by which all Excess Stock must be issued to the Relevant Underwriter shall be extended by three months, so as to avoid the Relevant Underwriter having to subscribe for the Excess Stock in violation of the regulatory rules applicable in any of those countries; such extension shall be granted a maximum of three times, so that the period by which the Excess Stock shall have to be unconditionally allotted and subscribed for by the Relevant Underwriter shall not exceed twelve months from the fifth Dealing Day after the Acceptance Date; BoI shall use all reasonable endeavours to assist and cooperate with the Relevant Underwriter so that the Relevant Underwriter is not required to subscribe for the Excess Stock prior to receipt of all necessary Stockholding Approvals; and 8.10.9 as long as any Excess Stock remain to be unconditionally allotted by BoI to the Relevant Underwriter, for the purpose of distributions payable to shareholders of BoI and other corporate events in relation to BoI, BoI shall pay or distribute such amounts to the Relevant Underwriter (or a person nominated by the Relevant Underwriter) as will put it in the offering. If any Holder disapproves same position as it would have been had it been a stockholder of BoI, taking into account all relevant maters (including tax), had there been no delay in the terms unconditional allotment and/or issue and/or delivery of any such underwriting, such Holder may elect to withdraw therefrom by written notice Excess Stock to the Company Relevant Underwriter. 8.11 The Underwriters are not acting in concert under this Agreement or in relation to any other matters contemplated by this Agreement. However, if a Governmental Agency, law or regulation requires that the maximum percentage shareholding in BoI specified in clauses 8.9 and the underwriter, delivered at least ten (10) business days prior 8.10 shall apply to the effective date percentage of Ordinary Stock held by the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting Underwriters on an aggregated and not an individual basis, then the provisions of clauses 8.9 and 8.10 shall be excluded and withdrawn from apply, mutatis mutandis, to the registration. For any Holder which is Underwriters as a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders group in respect of such Holder, or the estates Placing Stock and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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 Underwritten Stock as would result in such “Holder,” as defined in this sentence.their ag

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the HoldersHolders that the Holders seek to register pursuant to the provisions hereof; and third, to any stockholder shareholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . 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) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder shareholder be included in such registration that which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority ninety percent (90%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority seventy-five percent (75%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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.retired

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder shareholder of the Company (other than a Holder) on a pro rata basis; provided. Notwhithstanding the foregoing, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty forty percent (3040%) 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 stockholdersshareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clausesentence. In no event will shares of any other selling stockholder shareholder be included in such registration that which would reduce the number of shares which may be included by Holders Holders, without the written consent of Holders of not less than a majority sixty-six and two-thirds percent (662/3%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired former members and stockholders shareholders of such Holder, or the estates and family members of any such partners, retired partners, members partners and retired members partners and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the Company and the underwriter determines determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to Holders, not including members of the Company's management, on a pro rata basis based on the total number of Registrable Securities held by these Holders; third, to all remaining Holders on a pro rata basis based on the total number of Registrable Securities held by the remaining Holders; and third, fourth to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . 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) reduce the amount of securities of the selling Holders included in the registration below thirty ten percent (3010%) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clausesentence. In no event will shares of any other selling stockholder be included in such registration that which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the a registration statement of with respect to which the Company Detective gives notice under this Section 2.3 is for 1.3 pertains to an underwritten offering, the Company then Detective shall so advise the Holders of Registrable SecuritiesHolders. In such event, the right of any such Holder Holders to include have the Registrable Securities included in a registration pursuant to this Section 2.3 1.3 shall be conditioned upon such Holder’s Holders' participation in such underwriting and the inclusion of such Holder’s the Registrable Securities in the underwriting to the extent provided herein. All Holders Each Holder proposing to distribute their sell Registrable Securities through in such underwriting offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter determines or underwriters determine(s) in good faith that marketing factors require a limitation of the number of shares securities to be underwritten, then the managing underwriter(s) may, after providing a written opinion of such determination to Detective and Holders, exclude securities (including Registrable Securities) from the registration and the underwriting, and the number of shares securities that may be included in the registration and the underwriting shall be allocated, first, to the Company; Detective, second, to Lynx Parent, third between the Holders other Holders, on a pro pro-rata basis based on the total number of Registrable Securities held by the Holders; each such Holder and third, fourth to any stockholder other holders of Detective's securities, provided that if the Company (other than registration is a Holder) on a pro rata basis; providedregistration pursuant to Section 1.2, however, that no such reduction shall reduce the amount of securities of the selling Holders included "cut-back" provisions described in the registration below thirty percent (30%last sentence of Section 1.2(b) 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, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offeringshall apply. If any a Holder disapproves of the terms of any such underwriting, such a Holder may elect to withdraw therefrom by written notice to the Company Detective and the underwritermanaging underwriter(s), delivered at least ten (10) business days Business Days prior to the effective date of the registration statementstatement or if notified of the terms thereafter, promptly after such notification. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the Initial Offering Qualified IPO and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines and/or the Company determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, allocated first to the Company; , second, to the Holders Holders, if any, seeking registration under Section 2.2 hereof on a pro rata basis based on the total number of Registrable Securities held by the Holders; Holders and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, and in no event shall the amount of securities of the selling Holders included in the registration be reduced below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholdersstockholders (other than the stockholder(s), if any, invoking the demand registration) in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clausesentence. In no event will shares of any other selling stockholder be included in such registration that which would reduce the number of shares which may be included by Holders without the prior written consent of Holders of not less than a majority two-thirds (66.67%) of the Registrable Securities proposed to be sold in the offering. If , provided, however, that in the event any Holder disapproves securities held by the Holders are included in a registration under this Section 2.3, other selling stockholders shall have the right to include, on a pro rata basis based on the number of shares held by such stockholder, up to ten percent (10%) of the terms number of any shares that are being registered by the Holders in such underwriting, such Holder may elect to withdraw therefrom by written notice registration to the Company and the underwriter, delivered at least ten (10) business days prior extent that such shares may not be sold pursuant to the effective date of the registration statement. Any Registrable Securities excluded Rule 701 or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such HolderRule 144, or any similar exemption under the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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 sentenceSecurities Act.

Underwriting. If the registration statement of under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities be included in a registration pursuant to this Section 2.3 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 enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no . No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, and in no event shall the amount of securities of the selling Holders included in the registration be reduced below thirty twenty-five percent (3025%) 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 stockholdersstockholders (other than the stockholder(s), if any, invoking the demand registration) in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clausesentence. In no event will shares of any other selling stockholder be included in such registration that which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than a majority two-thirds (66-2/3%) of the Registrable Securities proposed to be sold in the offering. 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, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person 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.