Common use of Underwriting Clause in Contracts

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the right of any Holder to registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) 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 Section 1 to the contrary, if the underwriter or the Company determines that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, in proportion, as nearly as practicable, to the respective amount of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of the written notice given their request made pursuant to subsection 1.2(a)(iSection 2(a)(i). In such event the right of any Holder to registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the If Other Stockholders request inclusion of their securities in the underwriting, the Holders shall offer to include the securities of such Holder's Registrable Securities Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares are to be included in such registration and the extent provided herein. All Holders proposing to distribute their securities through such underwriting Company shall (together with the Company and the other shareholders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1 to the contrary2(a), if the underwriter or representative advises the Company determines Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, the underwriter representative may exclude some or all of the Registrable Securities from such registration and underwriting. In the event limit the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting in accordance with Section 2(b)(ii); provided that such allocation shall be allocated among made in the following manner: (i) first, Pro Rata (as defined below) to Registrable Securities and securities entitled to registration under the Series A Registration Rights Agreement (as defined below), regardless of the number of shares that can be sold without exceeding the Maximum Number of Shares; (ii) second, to securities that the Company desires to sell, and (iii), third, securities for the account of Other Stockholders that the Company is obligated to register pursuant to written contractual arrangements with such Holderspersons that can be sold, if availablePro Rata, in proportionthe case of (ii) and (iii) without exceeding the Maximum Number of Shares. If any Holder or Other Stockholder who has requested inclusion in such registration as provided herein disapproves of the terms of the underwriting, as nearly as practicable, such Person may elect to withdraw therefrom by providing written notice to the respective amount of Company, the Registrable Securities owned by such Holders at underwriter and the time of filing of the registration statementInitiating Holders. No Registrable Securities excluded The securities so withdrawn shall also be withdrawn from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.

Underwriting. If reasonably required to maintain an orderly market in the Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their demand made pursuant to this Section 2.2, including the identity of the managing underwriter, and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 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 The Company shall, together with all holders of capital stock of the Company proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 1 to the contrary2.2, if the underwriter or shall advise the Company determines that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through that have requested to participate in such underwriting)offering, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders, if available, Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statementRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 3(a)(i). In such event event, the right of any each Eligible Holder to registration pursuant to this subsection 1.2 Section 3(b) shall be conditioned upon such Eligible Holder's ’s participation in such underwriting and the inclusion of such Eligible Holder's ’s Registrable Securities Shares in the underwriting to the extent provided herein. All The participating Eligible Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by participating in the Companyunderwriting. Notwithstanding any other provision of this Section 1 to the contrary3, if the managing underwriter or the Company determines that marketing factors require a limitation of on the number of securities shares to be underwritten, the managing underwriter may exclude some or all limit the number of the Registrable Securities from Eligible Shares proposed to be included in such registration and underwriting by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall be determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (1) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (2) such existing securityholders are not Eligible Holders, such Primary Shares shall excluded from the underwriting before any Eligible Shares are excluded from the underwriting. Any Eligible Holder or other stockholder may elect to withdraw from such underwriting at any time prior to the consummation of the offering by written notice to the Company and the underwriter. Any Eligible Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that, if the underwriter’s counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the prospectus, then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder has requested inclusion of Eligible Shares in a Shelf Registration initiated by the number of Registrable Securities Company, such Eligible Holder shall have the right, but not the obligation, to be registered is limited participate in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares offering of the Registrable Securities that may be included in the registration and underwriting shall be allocated among Company’s equity securities under such Holders, if available, in proportion, as nearly as practicable, to the respective amount of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such shelf registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwritingunderwritten offering, the Company they shall so advise the Holders Company as a part of their demand made pursuant to this Section 3.2, and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 3.2(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 3.2 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 The Company shall, together with all holders of Registrable Securities of the Company proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 1 to the contrary3.2, if the underwriter or shall advise the Company determines that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through that have requested to participate in such underwriting)offering, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders, if available, Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing the Registration Statement; provided that the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the registration statementunderwriting; provided, further, that any Registrable Securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of any other Persons) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2(b)(i)(1). In such event event, the right of any Holder each of the Holders to include its Registrable Securities in such registration pursuant to this subsection 1.2 Section 2(b) shall be conditioned upon such Holder's Holders’ participation in such underwriting and the inclusion of such Holder's Holders’ Registrable Securities in the underwriting to the extent provided herein. All The Holders proposing whose Registrable Securities are to distribute their securities through be included in such underwriting registration shall (together with the Company and the other shareholders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1 to the contrary2(b), if the underwriter or the Company representative determines that marketing factors require a limitation of on the number of securities shares to be underwritten, and (x) if such registration is the underwriter Initial Public Offering, the representative may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities from which would otherwise be underwritten pursuant hereto, and (y) if such registration and underwriting. In is other than the event Initial Public Offering, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be registered is limited included in accordance with the provisions registration and underwriting to not less than twenty five percent (25%) of this Section 1.2(bthe shares included therein (based on the number of shares); provided, however, without limiting the foregoing, the Company shall have no obligation to include any such registration any Registrable Securities held by the Management Investors if the underwriters determine, in their sole discretion, that marketing factors require the Registrable Securities held by such Management Investors to be excluded from the registration. The Company shall immediately so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any holders of their Registrable Securities through securities requesting registration of such underwriting)limitation, and the number of shares of the Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among in the following manner: The securities of the Company held by officers, directors and Other Stockholders of the Company (other than Registrable Securities and other than securities held by holders who by contractual right demanded such registration (“Demanding Holders”)) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if availablea limitation on the number of shares is still required, in proportion, as nearly as practicable, to the respective amount number of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall shares that may be included in the registration and underwriting by each of the Holders and Demanding Holders shall be reduced, on a pro rata basis (based on the number of shares held by such Holder or Demanding Holder), by such minimum number of shares as is necessary to comply with such limitation. If any of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he, she or it may elect to withdraw therefrom by providing written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 2.1(a)(i). In such event event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this subsection 1.2 Section 2.1 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 If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the CompanyCompany and approved by Holders of at least a majority of the Registrable Securities. Notwithstanding any other provision of this Section 1 to the contrary2.1, if the underwriter or underwriters advise the Company determines Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, the underwriter may exclude some or all number of the Registrable Securities from such registration and underwriting. In that may be so included shall be apportioned pro rata among the event selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be registered is limited excluded from such registration unless all other stockholders’ securities (including securities for the account of the Company) have been first excluded. If a person who has requested inclusion in accordance with such registration as provided above does not agree to the provisions terms of this Section 1.2(b)any such underwriting, such person shall be excluded therefrom by written notice from the Company, the Company underwriter or the Initiating Holders. The securities so excluded shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their also be withdrawn from registration. Any Registrable Securities through or other securities excluded or withdrawn from such underwriting), underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of the Registrable Securities that may to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration and underwriting shall the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders, if available, in proportionHolders requesting additional inclusion, as nearly as practicable, to the respective amount of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registrationset forth above.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to subsection 1.2 and the Company shall include such information in the written notice given pursuant referred to in subsection 1.2(a)(i). In such event event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to registration pursuant to this subsection 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Companyunderwriters. Notwithstanding any other provision of this Section 1 to the contrarysubsection 1.2, if the underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company Initiating Holders shall so advise all Holders (except those Holders who have indicated to participating in the Company their decision not to distribute any of their Registrable Securities through such underwriting)registration, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders, if available, Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of Registrable Securities held by such Holders. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. Any Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities which are excluded from the underwriting by reason of the underwriter's ’s marketing limitation or withdrawn from such underwriting shall be included in withdrawn from such registration.

Underwriting. If the registration Initiating Holders intend to ------------ distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to subsection 1.2 and the Company shall include such information in the written notice given pursuant referred to in subsection 1.2(a)(i). In such event event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Companyunderwriters. Notwithstanding any other provision of this Section 1 to the contrarysubsection 1.2, if the underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company Initiating Holders shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)Holders, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of Registrable Securities held by such Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. Any Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be included in withdrawn from such registration.

Underwriting. If the registration Securities Holder intends to distribute the Registrable Securities covered by any such Demand Registration by means of which the Company gives notice is for a registered public offering involving an underwriting, then the Company Securities Holder shall so advise the Holders as a part of Company in the written notice given pursuant to subsection 1.2(a)(i)corresponding Demand Registration Request. In such event case, the Securities Holder shall negotiate with an underwriter selected by it (which managing underwriter shall be an internationally recognized financial institution experienced in securities offerings registered under the Securities Act) and approved by the Company, which approval shall not be unreasonably withheld, with regard to the underwriting of such requested Demand Registration. The right of any the Securities Holder to include Registrable Securities in such registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and (i) the inclusion entry of such Holder's Registrable the Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall Holder (together with the Company and the other shareholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form reasonably acceptable to the Securities Holder with the underwriter or underwriters selected for such underwriting underwriting, and (ii) the completion and execution by the CompanySecurities Holder of all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting arrangements. The Company shall bona fide cooperate with the Securities Holder and any underwriter to effect such underwritten offering. Upon the reasonable request (relative to the proposed size of the offering) of the managing underwriter in such an underwriting, the Company will include in any registration statement filed in response to a Demand Registration Request the information that would be required by Part I of Form S-1 for a Form S-1 filed pursuant to the Securities Act. Notwithstanding any other provision of this Section 1 to the contrary, if the underwriter or the Company determines that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b)foregoing sentence, the Company shall so advise all Holders (except those Holders who have indicated not be required to include in any such registration statement the Company their decision not to distribute any information required by Item 11(l) of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, in proportion, as nearly as practicable, to the respective amount of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registrationForm S-1.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to this paragraph 3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iparagraph 3(a)(i). In such event event, the right of any Holder to such registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1 to the contraryparagraph 3, if the managing underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, ) in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice a Piggyback Registration is for a registered public offering involving an underwriting, the Company Key shall so advise the Holders in writing or as a part of the written notice given pursuant to subsection 1.2(a)(iSection 5.18(b)(i). In such event the right of any Holder to registration pursuant to this subsection 1.2 Section 5.18(b)(i) shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's Registrable Securities ’s Key Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwritingKey) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the CompanyKey. Notwithstanding any other provision of this Section 1 to the contrary5.18(b)(ii), if the underwriter or the Company Key determines that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities Key Shares from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company Key shall so advise all Holders (except those Holders who failed to timely elect to distribute their Key Shares through such underwriting or have indicated to the Company Key their decision not to distribute any of their Registrable Securities through such underwritingdo so), and the number of shares of the Registrable Securities Key Shares that may be included in the registration and underwriting shall be allocated among such allocated: (A) first to Key; and (B) then to all selling stockholders, including the Holders, if available, who have requested to sell in proportion, as nearly as practicable, the registration on a pro rata basis according to the respective amount number of the Registrable Securities owned by such Holders at the time of filing of the registration statementshares requested to be included. No Registrable Securities Key Shares excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Key and the underwriter. The Key Shares and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Key Shares a greater number of Key Shares held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then Key shall offer to all Holders who have included Key Shares in the registration the right to include additional Key Shares pursuant to the terms and limitations set forth herein in the same proportion used above in determining the underwriter limitation.

Underwriting. If Subject to the last sentence of Section 3.3(a), if the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 3.3(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 3.3 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 dispose of their securities Registrable Securities through such underwriting shall (underwriting, together with the Company and the other shareholders parties distributing their securities through such underwriting) , shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1 to the contrary3.3, if the underwriter or underwriters shall advise the Company determines that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of securities shares to be underwritten, then the underwriter Company may exclude some or all of the Registrable Securities from such registration and underwriting. In the event limit the number of Registrable Securities to be registered is limited included in accordance with the provisions registration and underwriting, subject to the terms of this Section 1.2(b), the 3.3. The Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through that have requested to participate in such underwriting)offering, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, in proportion, as nearly as practicablethe following manner: first, to the respective Company and second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; provided, that any Registrable Securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner. 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 twenty-five percent (25%) of the total amount of securities included in such registration, unless such offering does not include shares of any other selling security holders, in which event any or all of the Registrable Securities owned by such Holders at the time of filing of the registration statementHolders may be excluded in accordance with the immediately preceding sentence. No Registrable Securities securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of the written notice given their request made pursuant to subsection 1.2(a)(iSection 2(a)(i). In such event the right of any Holder to registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the If Other Stockholders request inclusion of their securities in the underwriting, the Holders shall offer to include the securities of such Holder's Registrable Securities Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares are to be included in such registration and the extent provided herein. All Holders proposing to distribute their securities through such underwriting Company shall (together with the Company and the other shareholders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1 to the contrary2(a), if the underwriter or representative advises the Company determines Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, the underwriter representative may exclude some or all of the Registrable Securities from such registration and underwriting. In the event limit the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting in accordance with Section 2(b)(ii); provided that such allocation shall be allocated among made in the following manner: (i) first, Pro Rata (as defined below) to Registrable Securities and securities entitled to registration under the Series B Registration Rights Agreement (as defined below), regardless of the number of shares that can be sold without exceeding the Maximum Number of Shares; (ii) second, to securities that the Company desires to sell, and (iii), third, securities for the account of Other Stockholders that the Company is obligated to register pursuant to written contractual arrangements with such Holderspersons that can be sold, if availablePro Rata, in proportionthe case of (ii) and (iii) without exceeding the Maximum Number of Shares.. If any Holder or Other Stockholder who has requested inclusion in such registration as provided herein disapproves of the terms of the underwriting, as nearly as practicable, such Person may elect to withdraw therefrom by providing written notice to the respective amount of Company, the Registrable Securities owned by such Holders at underwriter and the time of filing of the registration statementInitiating Holders. No Registrable Securities excluded The securities so withdrawn shall also be withdrawn from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the all Holders as a part of the written notice given pursuant to subsection 1.2(a)(i)lead managing underwriter for the Underwritten Offering proposed under the IPO Registration Statement. In such event the The right of any Holder such Holder’s Registrable Shares to registration be included in the IPO Registration Statement pursuant to this subsection 1.2 Section 2(b) 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 herein. All Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the terms of such underwriting, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder and such Holder’s intended method of distribution and any other representation required by law or reasonably requested by the Companyunderwriters. Notwithstanding any other provision of this Section 1 to the contraryAgreement, if the underwriter or the Company determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of on the number of securities shares to be underwrittenincluded, then the underwriter managing underwriter(s) may exclude some or all shares (including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities from Shares in such registration and underwriting. In IPO Registration Statement (on a pro rata basis based on the event total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, however, that the number of Registrable Securities Shares to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the IPO Registration Statement shall not be reduced unless all other securities of the Company held by (i) officers, directors, other employees of the Company and consultants and (ii) other holders of the Company’s capital stock with registration and underwriting shall be allocated among rights that are inferior (with respect to such Holders, if available, in proportion, as nearly as practicable, reduction) to the respective amount registration rights of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities set forth herein, are first entirely excluded from the underwriting by reason and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Shares comprising at least 25% of the underwriter's marketing limitation total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such Registrable Shares shall be deemed to have agreed not to effect any public sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during such periods as reasonably requested (but in no event for a period longer than 30 days prior to and 180 days following the effective date of the IPO Registration Statement) by the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other registration. 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(s), delivered by the later of (i) two Business Days after the IPO price range is communicated by the Company to such Holder and (ii) ten Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If the registration Requesting Holders intend to distribute the Registrable Securities covered by its request by means of which the Company gives notice is for a registered public offering involving an underwritingunderwritten offering, the Company then it shall so advise the Holders Company as a part of the written notice given pursuant to subsection 1.2(a)(i)Demand Notice, and the Company shall include such information in the Request Notice. In such event event, the right of any Holder to include his or her Registrable Securities in such registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to (unless otherwise mutually agreed by the extent Requesting Holders and such Holder) as provided herein. All The Company and all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 Requesting Holders and reasonably acceptable to the Company. All Holders, whether or not they are participating in such offering, and the Company agree not to effect any sale, transfer, assignment, pledge or conveyance of (including, without limitation, taking any short position in) Common Units (or any securities of the Company exchangeable or convertible into Common Units) during the 180-day period beginning on the effective date of a registration statement filed by the Company (except as part of that Registration) pursuant to this Agreement. Notwithstanding any other provision of this Section 1 to the contrary4.2 or Section 4.3, if the underwriter or the Company determines managing underwriter(s) determine in good faith that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such that would otherwise be registered and underwritten pursuant hereto, and the managing underwriter(s) may exclude shares of the Registrable Securities from the registration and the underwriting), and the number of shares of the Registrable Securities that may will be included in the registration and the underwriting shall be allocated among such Holdersallocated, if available, in proportion, as nearly as practicable, first to the respective amount Requesting Holders and to each of the Holders requesting inclusion of their Registrable Securities owned in such registration statement pursuant to Section 4.3. on a pro rata basis based on the total number of Registrable Securities then held by the Requesting Holders and each such Holders at Holder, and second to the time Company and any other holders of filing of Common Units that are participating in the registration statement. No Registrable Securities excluded from (on a basis to be determined between the underwriting by reason of the underwriter's marketing limitation shall be included in Company and any such registrationother holders).

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the The right of any Holder to registration pursuant to this subsection 1.2 Section 3 shall be conditioned upon such Holder's ’s participation in such the 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 securities Registrable Securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwritingPartnership) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the CompanyPartnership. Notwithstanding any other provision of this Section 1 to the contrary3, if the underwriter or the Company determines that marketing factors require a limitation of the number of securities units to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company Partnership shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)whose securities would otherwise be registered and underwritten pursuant hereto, and the number of shares of the Registrable Securities that may requested to be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned entitled to inclusion in such registration held by such Holders at the time of filing of the registration statement. No , or, if so determined by the underwriter, all Registrable Securities shall be excluded from the underwriting by reason each registration and underwriting. If any Holder disapproves of the terms of any such underwriting, the Holder may elect to withdraw therefrom by written notice to the Partnership and the underwriter's marketing limitation shall . If by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registrationregistration (up to the maximum of any limitation imposed by the underwriters), then the Partnership shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 3(b).

Underwriting. If the registration Initiating Holders intend to distribute the ------------ Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwritingfirm commitment underwritten offering, the Company they shall so advise the Company. The Company and the Initiating Holders shall mutually agree upon and shall designate the underwriter or underwriters to be retained in connection therewith as a part of their request made pursuant to Section 2.1(a). The Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 2.1(a)(1). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 2.1 shall be conditioned upon such Holder's participation in such underwriting underwritten offering and the inclusion of such Holder's Registrable Securities in the underwriting underwritten offering (unless otherwise mutually agreed by at least a majority of the Initiating Holders and such Holder) to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwritingunderwritten offering) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Section 1 to the contrary2.1, if the underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, any securities to be sold on behalf of the Company and any securities of the Company (other than Registrable Securities) held by officers or directors and by other shareholders shall be excluded from such registration to the extent so required by such limitation, and if a limitation of the number of shares is still required, then the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event limit the number of Registrable Securities to be registered is limited included in accordance with the provisions registration. All Holders proposing to sell shares in such offering shall share pro rata based on the number of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and held in the number of shares to be excluded from such offering. If any Holder disapproves of the terms of the underwritten offering, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Securities that may so withdrawn shall also be included in the registration and underwriting shall be allocated among such Holders, if available, in proportion, as nearly as practicable, to the respective amount of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded withdrawn from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.

Underwriting. If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Holders Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice given pursuant referred to in subsection 1.2(a)(i2.2(a). In such event event, the right of any Holder to include his, her, or its Registrable Securities in such registration pursuant to this subsection 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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, provided such managing underwriter or underwriters are reasonably acceptable to the Initiating Holders. Notwithstanding any other provision of this Section 1 to the contrary2.2, if the underwriter or underwriter(s) advise(s) the Company determines in writing that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), underwritten then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)that would otherwise be registered and underwritten pursuant hereto, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among such Holders, if available, in proportion, as nearly as practicable, the Holders of Registrable Securities on a pro rata basis according to the respective amount number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities Company are first entirely excluded from the underwriting by reason of the underwriter's marketing limitation and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be included in such withdrawn from the registration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection Section 1.2(a)(i). In such event the right of any Holder to registration pursuant to this subsection Section 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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, but subject to the reasonable approval of Holders holding a majority of the Registrable Securities to be included in such registration. Notwithstanding any other provision of this Section 1 to the contrary1.2, if the managing underwriter or the Company determines in its good faith judgment that marketing factors require a limitation of the number of securities shares to be underwritten, the managing underwriter may exclude some or all of limit the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited included in accordance with the provisions of this Section 1.2(b), the such registration. The Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities securities that may be included in the registration and underwriting (other than in behalf of the Company) shall first be allocated on a pro rata basis among such all Holders in proportion to the respective amounts of the Registrable Securities held by all Holders and then, if additional Registrable Securities may be included, among all other Holders, if available, in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders; provided, however, unless otherwise agreed upon by the holders of a majority of the shares desiring to participate in the offering, in no event shall the amount of the Registrable Securities owned by such Holders at the time of filing of the registration statementHolders included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering. No Registrable Securities excluded from the underwriting by reason securities of the underwriter's marketing limitation Company held by parties other than the Holders or the Company shall be included in any registration and underwriting to which this Section applies if the number of Registrable Securities that would otherwise have been included in such registrationregistration and underwriting will thereby be limited. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter.

Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Holders Company as a part of the written notice given their request made pursuant to subsection 1.2(a)(ithis Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In such the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration pursuant to this subsection 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 (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1 to the contrary3.3, if the underwriter or underwriter(s) advise(s) the Company determines in writing that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)which would otherwise be registered and underwritten pursuant hereto, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced (x) by more than 75% and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other person, if availableincluding any person who is an employee, in proportionofficer or director of the Company or any Subsidiary of the Company. Further, if, as nearly as practicablea result of such underwriter cutback, to the respective amount Holders cannot include in the IPO all of the Registrable Securities owned that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by such Holders delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the time of filing effective date of the registration statement. No Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the underwriting by reason registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the underwriter's marketing limitation foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro-rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such registration“Holder,” as defined herein.

Underwriting. If the registration of which the Company ------------ gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.3(a)(i). In such event the right of any Holder to registration pursuant to this subsection 1.2 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 securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwritingCompany) 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 Section 1 to the contrary2.3, if the managing underwriter or the Company determines that marketing factors require a limitation of the number of securities shares to be underwritten, the managing underwriter may limit or exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities other securities to be registered is limited included in accordance with the provisions of this Section 1.2(b), the such registration. The Company shall so advise all Holders (except those Holders who have indicated to the Company distributing their decision not to distribute any of their Registrable Securities securities through such underwriting), underwriting of such limitation and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from To facilitate the underwriting by reason allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or Holders to the nearest 100 shares. If any Holder or Holders disapproves 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's marketing limitation . Any securities excluded or withdrawn from such underwriting shall be included in withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 5(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the a managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1 to the contrary5, if the managing underwriter or advises the Company determines Holders in writing that marketing market factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, ) in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing market limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the other Holders. The Registrable Securities and/or other securities held by such Holder affected shall be withdrawn from registration, and such withdrawn Registrable Securities shall not be transferred in a public distribution prior to one hundred twenty (120) days after the closing date of such registration, or such other shorter period of time as the underwriters may require, or as required by law.

Underwriting. If In the event of a registration of which the Company gives notice is for a registered public offering involving an underwritingpursuant to Section 5.01, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event Section 5.01(a)(i) that the right of any Holder to registration pursuant to this subsection 1.2 Section 5.01 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 5.01, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall, together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 reasonably acceptable to the CompanyCompany and a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1 to the contrary5.01, if the managing underwriter or advises the Company determines in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated requesting to be included in the Company their decision not to distribute any of their Registrable Securities through such underwriting), registration and underwriting and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders them at the time of filing of the registration statement; provided that in the event of such limitation on the number of shares to be underwritten, then no shares of stock to be registered for sale by the Company shall be included unless all shares of Registrable Securities requested by the Investors to be included in such underwriting are so included. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice given pursuant referred to in subsection 1.2(a)(i2.1(a)(i). In such event event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this subsection 1.2 Section 2.1 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 If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1 to the contrary2.1, if the underwriter or underwriters advise the Company determines Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwrittenunderwritten (including Registrable Securities), the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be registered is limited excluded from such registration unless all other stockholders’ securities (including securities for the account of the Company) have been first excluded. If a person who has requested inclusion in accordance with such registration as provided above does not agree to the provisions terms of this Section 1.2(b)any such underwriting, such person shall be excluded therefrom by written notice from the Company, the Company underwriter or the Initiating Holders. The securities so excluded shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their also be withdrawn from registration. Any Registrable Securities through or other securities excluded or withdrawn from such underwriting), underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of the Registrable Securities that may to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration and underwriting shall the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders, if available, in proportionHolders requesting additional inclusion, as nearly as practicable, to the respective amount of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registrationset forth above.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 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 securities through such underwriting shall (together with the Company and the Other Selling Stockholders other shareholders holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1 to the contrary2.2, if the underwriter or underwriters advise the Company determines in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the underwriter may exclude some or Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities from requested to be registered can be included in such registration and underwriting. In offering, then the event Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the Initial Public Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be registered is limited included in accordance with the provisions such registration was previously reduced as a result of this marketing factors pursuant to Section 1.2(b2.2(b), the Company shall so advise then offer to all Holders (except those Holders persons who have indicated retained the right to include securities in the Company their decision not registration the right to distribute any of their Registrable Securities through such underwriting), and include additional securities in the registration in an aggregate amount equal to the number of shares of the Registrable Securities that may be included in the registration and underwriting shall so withdrawn, with such shares to be allocated among such Holders, if availablethe persons requesting additional inclusion, in proportion, as nearly as practicable, to the respective amount of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registrationmanner set forth above.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 5.1 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 5.1(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 5.1 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 5.1, and the inclusion of such Holder's Registrable Securities Securities, as the case may be, in the underwriting to the extent requested shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting The Company shall (together with the Company all Holders and the other shareholders distributing holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1 to the contrary5.1, if the managing underwriter or the Company determines that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of limit the Registrable Securities from to be included in such registration and underwritingunderwriting (provided that securities of other securityholders are not included therein). In the event of a limitation on the number of Registrable Securities to be registered is limited included in accordance with the provisions of this Section 1.2(b)a registration, then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statementHolders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the underwriters may round the number of Registrable Securities allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration, 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 underwriters may require.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of the written notice given their request made pursuant to subsection 1.2(a)(iSection 2(a)(i). In such event the right of any Holder to registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the If Other Stockholders request inclusion of their securities in the underwriting, the Holders shall offer to include the securities of such Holder's Registrable Securities Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares are to be included in such registration and the extent provided herein. All Holders proposing to distribute their securities through such underwriting Company shall (together with the Company and the other shareholders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company; provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders under Section (f)(ii). Notwithstanding any other provision of this Section 1 to the contrary2(a), if the underwriter or representative advises the Company determines Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, the underwriter may exclude some or all securities of the Registrable Securities Company held by Other Stockholders shall be excluded from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any extent so required by such limitation. If, after the exclusion of their Registrable Securities through such underwriting)shares, and further reductions are still required, the number of shares of the Registrable Securities that may be included in the registration and underwriting by each Holder shall be allocated among such Holders, if available, in proportion, as nearly as practicable, to reduced on a pro rata basis (based on the respective amount number of the Registrable Securities owned shares held by such Holders at the time Holder), by such minimum number of filing of the registration statementshares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company and officers and directors of the Company may include its or their securities for its or their own account in such registration if the representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. If an Initiating Holder intends to distribute the registration Registrable Securities covered by its request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall then it will so advise the Holders Company as a part of the written notice given such request made pursuant to subsection 1.2(a)(ithis Section 3 and the Company will include such information in the Request Notices referred to in Section 3(a)(ii), Section 3(b)(i) or Section 3(c)(i), as applicable. In The Initiating Holder shall select the institution or institutions that shall manage or lead such event underwriting, subject to the consent of the Company which shall not be unreasonably withheld, conditioned or delayed. The right of any Holder to registration pursuant to this subsection 1.2 shall include his, her or its Registrable Securities in such Registration will be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders participating in such Registration) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for underwriters. No selling Holder may participate in any underwritten registration pursuant to this Section 3 unless such selling Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of or in connection with such underwriting by the Companyagreement. Notwithstanding any other provision of this Section 1 to the contrary3, if the underwriter or the Company determines underwriters determine(s) in good faith that marketing factors require a limitation of the number of debt securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration underwritten and underwriting. In the event the number of Registrable Securities to be registered is limited so advise(s) in accordance with the provisions of this Section 1.2(b), writing the Company shall so advise all and the Holders (except those Holders who have indicated to the Company their decision not to distribute any requesting inclusion of their Registrable Securities through in such Registration, then the underwriter or underwriters may exclude debt securities (including Registrable Securities) from the Registration and underwriting), and the number of shares of the Registrable Securities debt securities that may be included in the registration such Registration and underwriting shall will be allocated among in the following priority up to the Maximum Offering Size, (i) first, to any Holders requesting inclusion of their Registrable Securities in such Registration pursuant to this Section 3, on a pari passu basis based upon the Registrable Securities held by such Holders, if availableand (ii) second to other holders of securities of the Company, in proportionwith priorities among them as the Company shall so determine. If, as nearly as practicable, to the respective amount a result of the cutback provisions of the preceding sentence, a Holder is not entitled to include all of its requested Registrable Securities owned by in such Holders at Registration, then the time Holder may elect to withdraw its request to include any or all of filing of the registration statementits Registrable Securities in such Registration. No Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn from the underwriting by reason of the underwriter's marketing limitation shall Registration and will continue to be included in such registrationRegistrable Securities hereunder.

Underwriting. If the registration Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwritingunderwritten offering, the Company they shall so advise the Holders Company as a part of the written notice given their request made pursuant to subsection 1.2(a)(i)this Section 1.2 and the Company shall include such information in the Company Notice. In such event case, the underwriter shall be selected by the Company and shall be reasonably acceptable to a majority-in-interest of the Initiating Holders. The right of any Holder to registration pursuant to this subsection Section 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through by means of such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Companyunderwriters. Notwithstanding any other provision of this Section 1 to the contrary1.2, if the underwriter or "Managing Underwriter" (as such term is used in Rule 12b-2 under the Company determines Securities Exchange Act of 1934, as amended (the "Exchange Act")) advises the Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwrittenoffered or sold, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company Initiating Holders shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)Holders, and the number of shares of the Registrable Securities that may be included in the underwritten registration and underwriting shall be allocated among such Holders, if available, all Holders thereof in the proportion, as nearly as practicable, that the respective amounts of Registrable Securities held by each such Holder bears to the respective aggregate amount of the Registrable Securities owned held by all such Holders at the time Holders. If any Holder of filing Registrable Securities disapproves of the registration statement. No terms of the underwriting, such Holder may elect to withdraw its Registrable Securities therefrom by written notice to the Company, the underwriter and the Initiating Holders. Any Registrable Securities which are excluded from the underwriting by reason of the underwriterManaging Underwriter's marketing limitation or withdrawn from such underwriting forthwith shall be included in withdrawn from such registration.

Underwriting. If the registration Initiating Holder(s) intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of the written notice given their request made pursuant to subsection 1.2(a)(iSection 2(a). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 include such Holder’s Registrable Securities in such Registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All If Other Stockholders request inclusion of their Securities in the underwriting, the Holders shall offer to include the Securities of such Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares are to be included in such Registration and the Company shall (together with all Other Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities Securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holder(s) and reasonably acceptable to the Company; provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders under Section 2(f)(ii) hereof. Notwithstanding any other provision of this Section 1 to the contrary2(a), if the representative of the underwriter or advises the Company determines Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities held by Other Stockholders shall be excluded from such registration and underwritingRegistration to the extent so required by such limitation. In If, after the event exclusion of such Securities held by Other Stockholders, further reductions are still required, the number of Registrable Securities to included in the Registration by each Holder shall be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders reduced on a pro rata basis (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and based on the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among held by such HoldersHolder), if available, in proportion, as nearly as practicable, to the respective amount by such minimum number of the Registrable Securities owned by as is necessary to comply with such Holders at the time of filing of the registration statementrequest. No Registrable Securities or any other Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registrationRegistration. If any Other Stockholder who has requested inclusion in such Registration as provided above disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by providing prompt written notice to the Company, the underwriter and the Initiating Holder(s). The Securities so withdrawn shall also be withdrawn from Registration. In addition to the other rights of the Holders contained herein, if the underwriter has not limited the number of Registrable Securities or other Securities to be underwritten, the Company and officers and directors of the Company may include its or their Securities for its or their own account in such Registration if the representative of the underwriter so agrees and if the number of Registrable Securities and other Securities which would otherwise have been included in such Registration and underwriting will not thereby be limited.

Underwriting. If the Holders initiating the registration request under this Section 2.2 ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Holders Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice given pursuant referred to in subsection 1.2(a)(i2.2(a). In such event addition, the right of any Holder to include his Registrable Securities in such registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 CompanyCompany and reasonably acceptable to a majority of the Holders participating in such offering. Such underwriting agreement shall include a market stand-off agreement of up to 180 days if required by such underwriter. Notwithstanding any other provision of this Section 1 to the contrary2.2, if the underwriter or advises the Company determines in writing that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), underwritten then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)which would otherwise be registered and underwritten pursuant hereto, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter and allocated among such Holders, if available, in proportion, as nearly as practicable, the Holders of Registrable Securities on a pro rata basis according to the respective amount number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders). If any such exclusion causes less than 50% of the number of shares of Registrable Securities owned as to which registration was requested by the Holders to be registered, such Holders registration may be withdrawn at the time request of filing a majority of the registration statement. No Holders of Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall to be included in such offering and, if so withdrawn within ten (10) days after such Holders are notified of such exclusion, such registration shall not constitute a request for registration under Section 2.2(e). Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering of securities involving an underwriting, the Company shall so advise each of the Holders of Registrable Securities of the same class of securities that are being registered as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2(b)(i)(1). In such event event, the right of any Holder each of the Holders to registration pursuant to this subsection 1.2 Section 2(b) shall be conditioned upon such Holder's Holders’ participation in such underwriting and the inclusion of such Holder's Holders’ Registrable Securities in the underwriting to the extent provided herein. All The Holders proposing whose Registrable Securities are to distribute their securities through be included in such underwriting registration shall (together with the Company and the other shareholders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1 to the contrary2(b), if the representative of the underwriter or underwriters determines, based on the Company determines good-faith judgment of the underwriter or underwriters, that marketing factors require a limitation of on the number of securities to be underwritten, the underwriter may exclude some or all representative of the Registrable Securities from such registration and underwriting. In underwriter or underwriters may (subject to the event allocation priority set forth below) limit the number of Registrable Securities to be registered is limited included in accordance with the provisions registration and underwriting to not less than twenty five percent (25%) of this Section 1.2(b)the securities included therein (based on the number of securities, or in the case of PIK Notes, the aggregate principal amount of the securities). The Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any holders of their Registrable Securities through such underwriting)securities requesting registration, and the number of shares of the Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among in the following manner: the securities of the Company held by officers, directors and Other Stockholders of the Company (other than Registrable Securities and other than securities held by holders who by contractual right demanded such registration (“Demanding Holders”)) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if availablea limitation on the number of shares is still required, in proportion, as nearly as practicable, to the respective amount number of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall shares that may be included in the registration and underwriting by each of the Holders and Demanding Holders shall be reduced, on a pro rata basis (based on the number of Registrable Securities of the class being registered held by such Holder), by such minimum number of shares as is necessary to comply with such limitation. If any of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of the written notice given their request made pursuant to subsection 1.2(a)(iSection 2(a). In such event If Other Stockholders request inclusion of securities of the right of any Holder same class as the Registrable Securities to registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation included in such underwriting and underwriting, the inclusion Holders shall offer to include the securities of such Holder's Registrable Securities Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose securities are to be included in such registration and the extent provided herein. All Holders proposing to distribute their securities through such underwriting Company shall (together with the Company and the other shareholders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the CompanyInitiating Holders and reasonably acceptable to the Company (the “Representative”). Notwithstanding any other provision of this Section 1 to the contrary2(a), if the Representative advises the Holders in writing that, based on the good-faith judgment of the underwriter or the Company determines that underwriters, marketing factors require a limitation of on the number of securities to be underwritten, the underwriter may exclude some or all securities of the Registrable Securities Company held by Other Stockholders shall be excluded from such registration and underwritingto the extent so required by such limitation. In If, after the event exclusion of such securities, further reductions are still required, the number of securities included in the registration by each Holder shall be reduced on a pro rata basis (based on the number of securities of the same class as the Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, in proportion, as nearly as practicable, to the respective amount of the Registrable Securities owned held by such Holders at the time Holder), by such minimum number of filing of the registration statementsecurities as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. If any Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company and officers and directors of the Company may include its or their securities of the same class as the Registrable Securities to be included in the underwriting for its or their own account in such registration if the Representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Holders Company as a part of the written notice given their request made pursuant to subsection 1.2(a)(ithis Section 2.2 and the Company shall include such information in the Request Notice referred to in Section 2.2(a). In such the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration pursuant to this subsection 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 (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1 to the contrary2.2, if the underwriter or underwriter(s) advise(s) the Company determines in writing that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)which would otherwise be registered and underwritten pursuant hereto, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced (x) by more than 75% and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, if availableincluding any Person who is an employee, in proportionofficer or director of the Company or any Subsidiary. Further, if, as nearly as practicablea result of such underwriter cutback, to the respective amount Holders cannot include in the underwriting all of the Registrable Securities owned that they have requested to be included therein, then such Registration shall not be deemed to constitute the demand Registration to which the Holders are entitled pursuant to this Section 2.2. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by such Holders delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the time of filing effective date of the registration statement. No Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the underwriting by reason registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the underwriter's marketing limitation foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro-rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such registration“Holder,” as defined herein.

Underwriting. If a registration statement referred to in the registration of which the Company gives notice Piggyback Notice is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i)First Reserve. In such event event, the right of any Holder First Reserve to registration pursuant to this subsection 1.2 include Registrable Securities in such a Registration shall be conditioned upon such Holder's First Reserve’s participation in such underwriting and underwriting, the inclusion of such Holder's its Registrable Securities in the underwriting to the extent as provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company herein and the other shareholders distributing their securities through such underwriting) enter First Reserve entering 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 Section 1 to the contraryAgreement, if the underwriter or the Company determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the underwriter Company shall so advise First Reserve, and the managing underwriter(s) may exclude some or all shares of the Registrable Securities from such the registration and the underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may will be included in the registration and the underwriting shall be allocated among such Holdersas set forth in Section 2.2, or, if availablethe underwriting is not pursuant to Section 2.2, in proportionshall be allocated first to the Company, as nearly as practicableand second, to the respective amount each of the Holders requesting inclusion of their Registrable Securities owned in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holders Holder. If First Reserve disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the time of filing effective date of the registration statement. No Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the underwriting by reason of the underwriter's marketing limitation registration. The defined term “Holder” shall be included construed for purposes of this Section 2.3(b) in such registrationthe same manner as set forth in the last sentence of Section 2.2(b)).

Underwriting. If an Initiating Holder intends to distribute the registration Registrable Securities covered by its request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall then it will so advise the Holders Company as a part of the written notice given such request made pursuant to subsection 1.2(a)(ithis Section 3 and the Company will include such information in the Request Notices referred to in Section 3(a)(ii), Section 3(b)(i) or Section 3(c)(i), as applicable. In The Initiating Holder shall select the institution or institutions that shall manage or lead such event underwriting, subject to the consent of the Company which shall not be unreasonably withheld, conditioned or delayed. The right of any Holder to registration pursuant to this subsection 1.2 shall include his, her or its Registrable Securities in such Registration will be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders participating in such Registration) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for underwriters. No selling Holder may participate in any underwritten registration pursuant to this Section 3 unless such selling Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of or in connection with such underwriting by the Companyagreement. Notwithstanding any other provision of this Section 1 to the contrary3, if the underwriter or the Company determines underwriters determine(s) in good faith that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration underwritten and underwriting. In the event the number of Registrable Securities to be registered is limited so advise(s) in accordance with the provisions of this Section 1.2(b), writing the Company shall so advise all and the Holders (except those Holders who have indicated to the Company their decision not to distribute any requesting inclusion of their Registrable Securities through in such Registration, then the underwriter or underwriters may exclude shares (including Registrable Securities) from the Registration and underwriting), and the number of shares of the Registrable Securities that may be included in the registration such Registration and underwriting shall will be allocated among in the following priority up to the Maximum Offering Size, (i) first, to any Holders requesting inclusion of their Registrable Securities in such Registration pursuant to this Section 3, on a pari passu basis based upon the Registrable Securities held by such Holders, if availableand (ii) second to other holders of securities of the Company, in proportionwith priorities among them as the Company shall so determine. If, as nearly as practicable, to the respective amount a result of the cutback provisions of the preceding sentence, a Holder is not entitled to include all of its requested Registrable Securities owned by in such Holders at Registration, then the time Holder may elect to withdraw its request to include any or all of filing of the registration statementits Registrable Securities in such Registration. No Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn from the underwriting by reason of the underwriter's marketing limitation shall Registration and will continue to be included in such registrationRegistrable Securities hereunder.

Underwriting. If a Requestor initiates the registration request under this Section 2.2 and intends to distribute the Registrable Securities covered by its request by means of which the Company gives notice is for a registered public offering involving an underwriting, then the Company Requestor shall so advise the Holders Company as a part of the written notice given its request made pursuant to subsection 1.2(a)(i)this Section 2.2. In such event event, the right of any Holder the Selling Shareholders to include their Registrable Securities in such registration pursuant to this subsection 1.2 shall be conditioned upon such Holdereach Selling Shareholder's participation in such underwriting and the inclusion of such Holder's their Registrable Securities in the underwriting to the extent provided herein. All Holders proposing If the Requestor proposes to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their its securities through such underwriting) , each Selling Shareholder shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CompanyCompany and the Requestor. Notwithstanding any other provision of this Section 1 to the contrary2.2, if the underwriter or underwriter(s) advise(s) the Company determines in writing that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), underwritten then the Company shall so advise all Holders the Selling Shareholders, and the managing underwriter(s) may exclude shares (except those Holders who have indicated to including Registrable Securities) from the Company their decision not to distribute any of their Registrable Securities through such registration and the underwriting), and the number of shares of the Registrable Securities that may be included in the registration and the underwriting shall be allocated among such Holdersallocated, if available, in proportion, as nearly as practicablefirst, to the respective amount Requestor, and second, to the Selling Shareholders based on the relative proportion of shares of all such Selling Shareholders requested to be so registered, and third, to the Company. If a Selling Shareholder disapproves of the Registrable Securities owned terms of any such underwriting, the Selling Shareholder may elect to withdraw therefrom by such Holders written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the time of filing effective date of the registration statement. No Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.

Underwriting. If In the event that the Initiating Holders elect to conduct an underwritten offering of Registrable Common Stock pursuant to a registration statement filed pursuant to paragraph (a) of which the Company gives notice is for a registered public offering involving an underwritingthis Section 2, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the right of any Holder to registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the CompanyCompany and reasonably acceptable to the Registering Holders holding a majority of the shares of Registrable Common Stock requested to be included in such registration and underwriting. Notwithstanding any other provision of this Section 1 to the contrary2, if the underwriter or advises the Company determines Registering Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities Common Stock that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Registering Holders in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned Common Stock requested by such Registering Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall to be included in such registrationregistration and underwriting. If any Holder of Registrable Common Stock disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holder(s). If by the withdrawal of such Registrable Common Stock a greater number of shares of Registrable Common Stock held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Common Stock in the registration the right to include additional Registrable Common Stock in the same proportion used in determining the shares that may be included pursuant to the first paragraph of this Section 2(b). If the underwriter has not limited the number of shares of Registrable Common Stock to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Common Stock which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to Section 5(a) and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 5(a)(x). In such event the The right of any Holder to registration pursuant to this subsection 1.2 Section 5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Holders) and to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 a majority in interest of the CompanyInitiating Holders. Notwithstanding any other provision of this Section 1 to the contrary5, if the managing underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities then, subject to be registered is limited in accordance with the provisions of this Section 1.2(b5(a), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders requesting inclusion in the registration in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the other Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, however, that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company may offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 5(b). If the registration does not become effective due to the withdrawal of Registrable Securities, then either (1) the Holders requesting registration shall reimburse the Company for expenses incurred in complying with the request or (2) the aborted registration shall be treated as effected for purposes of Section 5(a)(B).

Underwriting. If the Holders initiating a registration request hereunder (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to Sections 2.2, 2.3 or 2.4 hereof and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Sections 2.2(a), 2.3(a) or 2.4 above, as applicable. In such event event, the right of any Holder to include its Registrable Securities in such registration pursuant to this subsection 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 securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1 to the contrarySections 2.2, 2.3 or 2.4 above, if the managing underwriter or the Company determines in good faith that marketing factors require a limitation of the number of securities to be underwrittenunderwritten (including Registrable Securities) and the managing underwriter so advises the Company in writing, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)that would otherwise be underwritten pursuant hereto, and any other potential participants in such registration, the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, in proportion, as nearly as practicable, follows: first to the respective amount Holders on a pro rata basis based on the total number of the then outstanding Registrable Securities owned or other shares of capital stock (on an as-converted basis) held by such Holders and then, if all the Shares held by Holders are included in such registration, to any other potential participants in such registration (other than Holders) on a pro rata basis; provided, however, that no such reduction shall reduce the number of shares of Registrable Securities held by any Initiating Holder included in the registration to below 30% of the total amount of Registrable Securities then held by such Initiating Holder, unless such offering is the Initial Public Offering, in which case the Initiating Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. Notwithstanding the foregoing, but subject to the allocation set forth above, in no event will shares of any party other than a Holder be included in such a registration without the written consent of (i) the Holders holding not less than fifty percent (50%) of the Series A Preferred then outstanding and (ii) Landmark, so long as Landmark continues to own at least fifty percent (50%) of the time shares of filing capital stock of the Company owned by Landmark as of the date hereof (as adjusted for stock splits, stock dividends, recapitalizations and the like), and otherwise, the Holders holding not less than a majority of the shares of Common Stock then outstanding, if such inclusion would reduce the number of shares that may be included by the Holders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the managing underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. No Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the underwriting by reason registration. For any Holder that is a partnership, corporation or limited liability company, 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, retired members and stockholders and any trusts for the benefit of any of the underwriter's marketing limitation foregoing person shall be deemed to be collectively 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 registration“Holder,” as defined in this sentence.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to this Section 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection Section 1.2(a)(i). In such event event, the right of any Holder to participate in such registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1 to the contrary1.2, if the managing underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all participating Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities, and/or other securities so withdrawn shall also be withdrawn from registration, and such securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other purchasers) in such

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the all Holders as a part of the written notice given pursuant to subsection 1.2(a)(i)underwriter for the Underwritten Offering proposed under the IPO Registration Statement. In such event the The right of any Holder such Holder’s Registrable Shares to registration be included in the IPO Registration Statement pursuant to this subsection 1.2 Section 2(b) 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 herein. All Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder and such Holder’s intended method of distribution and any other representation required by law or reasonably requested by the Companyunderwriters. Notwithstanding any other provision of this Section 1 to the contraryAgreement, if the underwriter or the Company determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of on the number of securities shares to be underwrittenincluded, then the underwriter managing underwriter(s) may exclude some or all shares (including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities from Shares in such registration and underwriting. In IPO Registration Statement (on a pro rata basis based on the event total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, however, that the number of Registrable Securities Shares to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the IPO Registration Statement shall not be reduced unless all other securities of the Company held by (i) officers, directors, other employees of the Company and consultants; and (ii) other holders of the Company’s capital stock with registration and underwriting shall be allocated among rights that are inferior (with respect to such Holders, if available, in proportion, as nearly as practicable, reduction) to the respective amount registration rights of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities set forth herein, are first entirely excluded from the underwriting by reason and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Shares comprising at least 25% of the underwriter's marketing limitation total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such Registrable Shares shall be deemed to have agreed not to effect any public sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during such periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and one hundred eighty (180) days following the effective date of the IPO Registration Statement) by the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other registration. 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(s), delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Underwriting. If reasonably required to maintain an orderly market in the Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their demand made pursuant to this Section 2.2, including the identity of the managing underwriter; and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 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 The Company shall, together with all holders of capital stock of the Company proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company, which underwriter or underwriters shall be reasonably acceptable to a majority-in-interest of the Initiating Holders. Notwithstanding any other provision of this Section 1 to the contrary2.2, if the underwriter or shall advise the Company determines that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of securities shares to be underwrittenunderwritten (including Registrable Securities) (the “Underwriters’ Maximum Number”), then the underwriter may exclude some or all Company will be obligated and required to include in such registration that number of the Registrable Securities from requested by all Holders to be included in such registration registration, which does not exceed the Underwriters’ Maximum Number, and underwriting. In such number of Registrable Securities shall be allocated pro rata among the event Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through included therein by each such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, in proportion, as nearly as practicable, to the respective amount of the Registrable Securities owned by such Holders at the time of filing of the registration statementHolder. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 5.3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 5.3(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 5.3 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 5.3, and the inclusion of such Holder's Registrable Securities Securities, as the case may be, in the underwriting to the extent requested shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting The Company shall (together with the Company all Holders and the other shareholders distributing holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1 to the contrary5.3, if the managing underwriter or the Company determines that marketing factors require a limitation of the number of securities Registrable Securities to be underwritten, the underwriter underwriters may exclude some or all of limit the Registrable Securities from to be included in such registration and underwritingunderwriting (provided that securities of other securityholders are not included therein). In the event of a limitation on the number of Registrable Securities to be registered is limited included in accordance with the provisions of this Section 1.2(b)a registration, the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)Holders, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or the underwriters may round the number of Registrable Securities allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration, and such securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to ------------ Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection l.5(a)(i). In such event the The right of any Holder to registration pursuant to this subsection 1.2 Section 1.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided hereinin this Agreement. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1 to the contrary1.5, if the managing underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such registration.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to this Section 2.1 is for a registered public offering involving an underwriting, the Company Xxxxxxx USA shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.1(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.1 , and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited as provided herein. All Xxxxxxx USA shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters managing underwriter(s) selected for such underwriting by a majority in interest of the CompanyInitiating Holders, but subject to Xxxxxxx USA's reasonable approval. Notwithstanding any other provision of this Section 1 to the contrary2.1, if the underwriter or managing underwriter(s) advise(s) the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company then Xxxxxxx USA shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), participating and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, Xxxxxxx USA or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to Xxxxxxx USA, the managing underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders each Holder as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.5(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 2.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1 to the contrary2.5, if the managing underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated allocated, among such Holders, if available, all Holders in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in the event that any such underwriter cutback will cause the cutback of 50% or more of the Registrable Securities of the holders of the Series A Shares requested to be included in such registration, then the holders of the Series A Shares may elect to have excluded from such registration the Registrable Securities of all holders of Series A Shares. Such election shall be by the affirmative vote of the holders of 50% or more of the Series A Shares and shall be effective for all holders of Series A Shares. In such case, the number of demand registrations available to the holders of Series A Shares shall not be reduced by such registration. If any Holder disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. If the Holders initiating the registration request under this Section 3 (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Holders Company as a part of their request made pursuant to this Section 3 and the Company shall include such information in the written notice given pursuant referred to in subsection 1.2(a)(i3(a). In such event event, the right of any Holder to include his Registrable Securities in such registration pursuant to this subsection 1.2 shall be conditioned conditional upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 CompanyHolders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Section 1 to the contrary3, if the underwriter or underwriter(s) advise(s) the Company determines in writing that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), underwritten then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)which would otherwise be registered and underwritten pursuant hereto, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among such Holders, if available, in proportion, as nearly as practicable, the Holders of Registrable Securities on a pro rata basis according to the respective amount number of the Registrable Securities owned then outstanding held by such Holders at each Holder requesting registration (including the time initiating Holders); provided, however, that the number of filing shares of the registration statement. No Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting by reason of the underwriter's marketing limitation and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registrationregistration and underwriting will not thereby be limited.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to subsection 1.2 and the Company shall include such information in the written notice given pursuant referred to in subsection 1.2(a)(i). In such event event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Companyunderwriters. Notwithstanding any other provision of this Section 1 to the contrarysubsection 1.2, if the underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company Initiating Holders shall so advise all Holders (except those Holders who have indicated to participating in the Company their decision not to distribute any of their Registrable Securities through such underwriting)registration, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders, if available, Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of Registrable Securities held by such Holders. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. Any Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be included in withdrawn from such registration.

Underwriting. If any Holder proposes to conduct an Underwritten Offering under the registration of which Demand Registration Statement, such Holder shall advise the Company gives notice is and all other Holders whose securities are included in the Demand Registration Statement (if applicable), of the managing underwriters for a registered public offering involving an underwritingsuch proposed Underwritten Offering; such managing underwriters to be subject to the approval of the Company. In such event, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the right of any Holder to registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 6, and shall take all such other reasonable actions as are requested by the managing underwriter in order to expedite or facilitate the registration and disposition of the Registrable Shares included in such Underwritten Offering; provided, however, that the Company shall be required to cause appropriate officers of the Company or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering only if the Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least US$10 million. All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting by and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the Companyterms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement. Notwithstanding any other provision of this Section 1 Agreement, with respect to an Underwritten Offering in connection with the contraryDemand Registration Statement, if the underwriter or the Company determines managing underwriters determine in good faith that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and on the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, in proportion, as nearly as practicable, to the respective amount of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registrationUnderwritten Offering, then the managing underwriters may exclude shares (including Registrable Shares) from the Underwritten Offering, and any shares included in the Underwritten Offering shall be allocated to each of the Holders requesting inclusion of their Registrable Shares in such Underwritten Offering on a pro rata basis based on the total number of such Registrable Shares requested to be included.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their demand made pursuant to this Section 2.2, including the identity of the managing underwriter; and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 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 The Company shall, together with all holders of capital stock of the Company proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1 to the contrary2.2, if the underwriter or shall advise the Company determines that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through that have requested to participate in such underwriting)offering, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders, if available, Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statementRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. Notwithstanding the foregoing, the number of shares of Registrable Securities proposed to be included in any underwriting and registration covered by this Section 2.2 shall not be reduced unless and until all other securities proposed to be included in such underwriting and registration are first excluded in their entirety. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited and the per share offering price would not be adversely affected.

Underwriting. If reasonably required to maintain an orderly ------------ market in the Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their demand made pursuant to this Section 2.2, including the identity of the managing underwriter; and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 2.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders The Company shall, together with all holders of capital stock of the Company proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 1 to the contrary2.2, if the underwriter or shall advise the Company determines that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through that have requested to participate in such underwriting)offering, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders, if available, Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statementRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.

Underwriting. If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders”) intend to distribute the Class A Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Holders Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 2.2(a). In such event event, the right of any Holder to include his, her, or its Class A Registrable Securities in such registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Class A Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 CompanyInvestors holding a majority in interest of the Registrable Securities included in such registration and approved by the Company (such approval not be unreasonably withheld). Notwithstanding any other provision of this Section 1 to the contrary2.2, if the underwriter or underwriter(s) advise(s) the Company determines in writing that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Class A Registrable Securities through such underwriting)that would otherwise be registered and underwritten pursuant hereto, and the number of shares of the Class A Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among such Holders, if available, in proportion, as nearly as practicable, the Holders of Class A Registrable Securities on a pro rata basis according to the respective amount number of Class A Registrable Securities then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Class A Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Registrable Securities owned by such Company and any other Holders at the time of filing of the requesting registration statement. No Registrable Securities are first entirely excluded from the underwriting by reason of the underwriter's marketing limitation and registration. Any Class A Registrable Securities excluded and withdrawn from such underwriting shall be included in such withdrawn from the registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of the written notice given their request made pursuant to subsection 1.2(a)(iSection 2(a)(i). In such event the right of any Holder to registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the If Other Stockholders request inclusion of their securities in the underwriting, the Holders shall offer to include the securities of such Holder's Registrable Securities Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares are to be included in such registration and the extent provided herein. All Holders proposing to distribute their securities through such underwriting Company shall (together with the Company and the other shareholders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1 to the contrary2(a), if the underwriter or representative advises the Company determines Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, the underwriter representative may exclude some or all of the Registrable Securities from such registration and underwriting. In the event limit the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting in accordance with the Allocation Priority set forth in Section 2(b)(ii); provided that such allocation shall be allocated among made in the following manner: (i) first, Pro Rata (as defined below) to Registrable Securities and securities entitled to registration under the Series B Registration Rights Agreement (as defined below), regardless of the number of shares that can be sold without exceeding the Maximum Number of Shares; (ii) second, to securities that the Company desires to sell, and (iii) third, securities for the account of Other Stockholders that the Company is obligated to register pursuant to written contractual arrangements with such Holderspersons that can be sold, if availablePro Rata, in proportionthe case of (ii) and (iii) without exceeding the Maximum Number of Shares. If any Holder or Other Stockholder who has requested inclusion in such registration as provided herein disapproves of the terms of the underwriting, as nearly as practicable, such Person may elect to withdraw therefrom by providing written notice to the respective amount of Company, the Registrable Securities owned by such Holders at underwriter and the time of filing of the registration statementInitiating Holders. No Registrable Securities excluded The securities so withdrawn shall also be withdrawn from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.

Underwriting. If In the event that a registration of which the Company gives notice ------------ pursuant to Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 2.2 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 pursuant to the Companyfinal paragraph of this Section 2.2(b). Notwithstanding any other provision of this Section 1 to the contrary2.2, if the managing underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any holders of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the registration statementRegistrable Securities proposed to be included in such registration; provided, however, that the number -------- ------- of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder or Holders of Registrable Securities disapproves of the terms of the underwriting, such Holder or Holders may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. In the event that the Initiating Holders exercise their registration rights pursuant to Section 2.2 hereof, such Initiating Holders shall have the right to select the managing underwriter with respect to such registration; provided, however, that such managing underwriter shall be of recognized national standing and shall be reasonably acceptable to the Company.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of the written notice given their request made pursuant to subsection 1.2(a)(i)Section 2. In such event If holders of securities of the right of any Holder Company other than Registrable Securities who are entitled, by contract with the Company or otherwise, to registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation have securities included in such underwriting and a registration (the inclusion "Other Stockholders") request such inclusion, the Holders shall offer to include the securities of such Holder's Registrable Securities Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Agreement. The Holders whose shares are to be included in such registration and the extent provided herein. All Holders proposing to distribute their securities through such underwriting Company shall (together with the Company and the other shareholders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the CompanyInitiating Holders holding a majority of Registrable Securities held by the Initiating Holders and reasonably acceptable to the Company and the price, terms and provisions of the underwriting and the offering shall be subject to the approval of the Company and such Initiating Holders. Any affiliate of a Holder may be selected to serve, on an arm's-length basis, as underwriter for an underwritten offering effected pursuant to this Section 2(b). Notwithstanding any other provision of this Section 1 to the contrary2, if the underwriter or representative advises the Company determines Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, the underwriter may exclude some or all securities of the Registrable Securities Company held by Other Stockholders shall be excluded from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any extent so required by such limitation. If, after the exclusion of their Registrable Securities through such underwriting)shares, and further reductions are still required, the number of shares of the Registrable Securities that may be included in the registration and underwriting by each Holder shall be allocated among such Holders, if available, in proportion, as nearly as practicable, reduced on a pro rata basis (based on the number of shares requested to the respective amount of the Registrable Securities owned be included by such Holders at the time Holder), by such minimum number of filing of the registration statementshares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If at least 50% of the Registrable Securities requested to be included in such registration by the Initiating Holders are excluded by reason of the underwriter's marketing limitation, the registration shall not be counted for purposes of paragraph (B) of Section 2(a)(ii). If any of the Holders or any Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom without liability to any party by written notice to the Company, the underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the representative so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. If the Holders initiating the registration request under this Section 3.3 (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Holders Company as a part of the written notice given their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in subsection 1.2(a)(i3.3(a). In such the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration pursuant to this subsection 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 (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1 to the contrary3.3, if the underwriter or underwriter(s) advise(s) the Company determines in writing that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)which would otherwise be registered and underwritten pursuant hereto, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among such Holders, if available, in proportion, as nearly as practicable, the Holders of Registrable Securities on a pro rata basis according to the respective amount number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Registrable Securities owned Company (or any Domestic Entity or any Affiliate of the Company or any Domestic Entity). If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by such Holders written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the time of filing effective date of the registration statement. No Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the underwriting by reason registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the underwriter's marketing limitation foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such registration“Holder,” as defined in this sentence.

Underwriting. If the Investor who initiates the registration request under this Section 3.1 (such Investor, the “Initiating Holder”) intends to distribute the Registrable Securities covered by its request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then it shall so advise the Holders Company as a part of the written notice given its request made pursuant to subsection 1.2(a)(i)this Section 3.1(a) and the Company shall include such information in the Request Notice. In such event event, the right of any Holder to include its Registrable Securities in such registration pursuant to this subsection 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 (unless otherwise mutually agreed by a majority in voting power of the Initiating Holder and other Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 CompanyHolders representing a majority in voting power of the Registrable Securities requested to be registered. Notwithstanding any other provision of this Section 1 to the contrary3.1, if the underwriter or underwriter(s) advise(s) the Company determines in writing that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)which would otherwise be registered and underwritten pursuant hereto, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among such Holders, if available, in proportion, as nearly as practicable, the Holders of Registrable Securities on a pro rata basis according to the respective amount number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holder); provided, however, that the number of Registrable Securities held by the Investor to be included in such underwriting and registration shall not be reduced unless all other securities (other than Registrable Securities held by Existing Registration Right Holders) are first excluded from the underwriting and registration (including, without limitation, any securities which the Company may seek to include in the underwriting for its own account); provided further, that at least 25% of any Registrable Securities requested by the Investor to be included in such underwriting and registration shall be so included. If the Investor disapproves of the Registrable Securities owned terms of any such underwriting, the Investor may elect to withdraw therefrom by such Holders written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the time of filing effective date of the registration statement. No Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to subsection 1.2(a) and the Company shall include such information in the written notice given pursuant referred to in subsection 1.2(a)(i1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event event, the right of any Holder to include Registrable Securities in such registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (shall, together with the Company and the other shareholders distributing their securities through such underwriting) 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 Section 1 to the contrary1.2, if the Company and the underwriter or advise the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company Initiating Holders shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)Securities, and the number of shares of the Registrable Securities that may be included in the registration and underwriting on behalf of each selling Holder shall be allocated among such Holders, if available, in proportion, as nearly as practicable, pro-rata amongst all selling Holders according to the respective amount total number of Registrable Securities held by each such selling Holder. For purposes of the foregoing allocation and any other similar allocations required by this Section 1, for any selling Holder which is a partnership or corporation, the partners, retired partners and stockholders of such Holder (and in the case of a partnership, any affiliated partnerships), or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro-rata reduction with respect to such "selling Holder" shall be based upon the aggregate number of Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be all entities and individuals included in such registration"selling Holder," as defined in this sentence. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.5(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 2.5 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 2.5, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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, but subject to reasonable approval of a majority in interest of the Initiating Holders (based on Registrable Securities requested to be included in such registration). Notwithstanding any other provision of this Section 1 to the contrary2.5, if the managing underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any holders of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated allocated, among such Holders, if available, all Holders in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of statement under which the Company gives notice under this Section 2.2 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i)Holders. In such event event, the right of any such Holder to be included in a registration pursuant to this subsection 1.2 Section 2.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders Each Holder proposing to distribute their securities its Registrable Securities through such underwriting shall (together with enter into a custody agreement and power of attorney authorizing the Company to sell the Registrable Securities to be offered by such Holders and to execute on the other shareholders distributing their securities through such underwriting) enter into Holder's behalf an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any Holder is or will be unable to deliver any document reasonably required by the underwriters to register such Registrable Securities, then the Company shall have no obligation to include such Registrable Securities in such registration. Notwithstanding any other provision of this Section 1 to the contraryAgreement, if the underwriter or the Company determines in good faith that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, in proportion, as nearly as practicablefollows: first, to the respective amount Company for its own account; second, to the holders under the Company's Registration Rights Agreement, dated as of August ____, 1998 (the "Registration Rights Agreement"), and Holders on a pro rata basis based on the total number of Registrable Securities held by such persons; and third, to any stockholder of the Company (other than a Holder or a holder under the Registration Rights Agreement) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than two-thirds (66 2/3%) of the Registrable Securities owned by such Holders at proposed to be sold in the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registrationoffering.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 5(a)(i). In such event the right of any Holder to registration pursuant to this subsection 1.2 Section 5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders holders distributing their securities through such underwriting) 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 Section 1 to the contrary5, if the managing underwriter or advises the Company determines in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the managing underwriter may exclude some or limit to whatever extent necessary (including the complete exclusion of all of the Registrable Securities from such registration and underwriting. In the event Securities) the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such by reducing the number of Registrable Securities included on behalf of the Holders, if availableon a pro-rata basis based on the total number of Registrable Securities entitled to registration held by each Holder. The Company shall advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto of any such limitations. If any Holder disapproves of the terms of any such underwriting, in proportion, as nearly as practicable, he may elect to withdraw therefrom by written notice to the respective amount of Company and the Registrable Securities owned by such Holders at the time of filing of the registration statementunderwriter. No Any Registrable Securities excluded or withdrawn from the such underwriting by reason of the underwriter's marketing limitation shall not be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Initiating Holder or Other Holder to the nearest one hundred (100) shares.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.2(a). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 2.2 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (The Company shall, together with the Company and the other shareholders distributing their securities through such underwriting) all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CompanyCompany and reasonably acceptable to a majority of the Participating Holders. Notwithstanding any other provision of this Section 1 to the contrary2.2, if the managing underwriter or advises the Company determines in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the registration statementRegistrable Securities proposed to be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. If reasonably required to maintain an orderly market in the Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their demand made pursuant to this Section 1.2, including the identity of the managing underwriter, and the Company shall include such information in the written notice given pursuant referred to subsection in Section 1.2(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection Section 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 The Company shall, together with all holders of capital stock of the Company proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 1 to the contrary1.2, if the underwriter or shall advise the Company determines that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through that have requested to participate in such underwriting)offering, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders, if available, Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statementRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 3.1 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 3.1(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 3.1 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 3.1, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of recognized national standing selected for such underwriting by the CompanyCompany and reasonably acceptable to a majority of such Holders. Notwithstanding any other provision of this Section 1 to the contrary3.1, if the managing underwriter or the Company determines advises such Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any holders of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders, if available, Holders in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the registration statementRegistrable Securities proposed to be included in such registration; provided, however, that the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from such underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of statement under which the Company gives notice the Piggyback Notice is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i)Registrable Securities. In such event event, the right of any such Holder to be included in a registration pursuant to this subsection 1.2 Section 2.3 shall be conditioned upon such Holder's ’s participation in such underwriting on the terms and conditions agreed by the Company and the underwriters and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided hereinthe underwriters determine in good faith will not jeopardize the success of the offering by the Company. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form (as agreed by the Company and the underwriters) with the underwriter or underwriters selected for such underwriting by the CompanyCompany and reasonably approved by a majority in interest of the Holders participating in such registration pursuant to this Section 2.3. 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 customary representations, warranties or agreements regarding such Holders’ title to Registrable Securities and any written information provided by the Holder to the Company expressly for inclusion in the related registration statement. Notwithstanding any other provision of this Section 1 to the contraryAgreement, if the a managing underwriter or the Company determines in good faith that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter number of shares that may exclude some be excluded from the underwriting shall be first allocated fully among Holders of Registrable Securities other than Common Stock into which the Preferred Stock has been converted, and second, among the Holders on a pro rata basis based on the total number of Registrable Securities held by such Holders. 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 twenty-five percent (25%) 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 stockholder, in which event any or all of the Registrable Securities from such registration and underwriting. In of the event the number of Registrable Securities to Holders may be registered is limited excluded in accordance with the provisions immediately preceding sentence. In no event will shares of this Section 1.2(b), the Company shall so advise all Holders any stockholder (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through other than a Holder) be included in such underwriting), and registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of at least a majority of the Registrable Securities that may proposed to be included sold in the registration and underwriting shall be allocated among offering. If any Holder disapproves of the terms of any such Holdersunderwriting, if available, in proportion, as nearly as practicable, such Holder may elect to withdraw therefrom by written notice to the respective amount of Company and the Registrable Securities owned by such Holders at underwriter, delivered no later than fifteen (15) Business Days prior to the time of filing effective date of the registration statement, after which the Holders’ commitment shall become irrevocable. No Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the underwriting by reason registration. For any Holder that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the underwriter's marketing limitation foregoing Persons shall be deemed to be a single Holder, and any pro rata reduction with respect to such Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such registrationHolder, as defined in this sentence.

Underwriting. If the registration Demand Holder intends to distribute the Registrable Securities covered by its demand by means of which the Company gives notice is for a registered public offering involving an underwritingunderwritten offer, the Company it shall so advise the Holders Company as a part of its demand made pursuant to this Section 5.3, and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 5.3(a)(i). In such event event, the right of any Holder to participate in such registration pursuant to this subsection 1.2 Section 5.3 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 The Sponsors (and, if the Demand Holder is a Financial Investor Holder other than a Sponsor Investor, such Demand Holder) will cooperate in good faith to mutually select the underwriter or underwriters for such offer; provided that, a Sponsor will not be entitled to participate in the selection of the underwriter or underwriters unless at least one member of such Sponsor’s Sponsor Investor Group proposes to include its Registrable Securities in such offering. The Company shall, together with all holders of Registrable Securities of the Company proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected for by the Demand Holder and reasonably satisfactory to the Company, and each Holder participating in such underwriting by the Companyshall perform its obligations under such underwriting agreement. Notwithstanding any other provision of this Section 1 to the contrary5.3, if the underwriter or shall advise the Company determines and the Sponsors (and, if the Demand Holder is a Financial Investor other than a Sponsor Investor, such Demand Holder) participating in such underwritten offering that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through that have requested to participate in such underwriting)offering, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated in the following manner (except as all Sponsors (and, if the Demand Holder is a Financial Investor other than a Sponsor Investor, such Demand Holder) otherwise may agree in writing): first, among the Holders participating in such underwritten offering on a pro rata basis based on the total number of Registrable Securities held by such Holders, if availableand second, among any Third Party Holders that are exercising a contractual or other right to dispose of Shares in proportion, as nearly as practicable, to such underwriting thereof and the respective amount Company on a pro rata basis based on the total number of the Registrable Securities owned Shares held by such Third Party Holders at or proposed to be offered by the time of filing of the registration statementCompany. No Registrable Securities or other Shares excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registrationregistration or proposed to be offered by the Company.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i)Section 2.2. In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 2.2 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, the Other Selling Stockholders and other holders of securities of the Company and the other shareholders with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1 to the contrary2.2, if the underwriter or underwriters advise the Company determines in writing that they have determined in good faith that marketing factors require a limitation of on the number of securities shares to be underwritten, the underwriter underwriters may exclude some or all of (subject to the Registrable Securities from such registration and underwriting. In the event limitations set forth below) limit the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b)included in, the registration and underwriting. The Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any holders of their Registrable Securities through such underwriting)securities requesting registration, and the number of shares of the Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Holders who are Senior Investors requesting to include their Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, if available, in proportion, as nearly as practicableassuming conversion and (iii) third, to the respective amount Other Selling Stockholders and Holders who are Junior Investors requesting to include Other Shares or their Registrable Securities in such registration statement based on the pro rata percentage of Other Shares and Registrable Securities held by such Other Selling Stockholders and Holders who are Junior Investors, assuming conversion. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities owned by such Holders at the time of filing of the Holders included in such registration statement. No Registrable Securities excluded from the underwriting by reason below twenty percent (20%) of the underwriter's marketing limitation shall be total value of securities included in such registration, unless such offering is the (i) Company’s Qualified Initial Public Offering and (ii) such registration does not include shares of any other selling stockholders (excluding shares registered for the account of the Company), in which event any or all of the Registrable Securities of the Holders may be excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person may withdraw or be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.5(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 2.5 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 2.5(b), and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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, but subject to reasonable approval of a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1 to the contrary2.5, if the managing underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders holders of Registrable Securities who have indicated to requested that their shares be included in the Company their decision not to distribute any of their Registrable Securities through such underwriting), registration and underwriting and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated allocated, among such Holders, if available, all Holders in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all securities that are not Registrable Securities are first entirely excluded from the underwriting and registration. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. If the Holders initiating the registration request under this Section 3 (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Holders Company as a part of their request made pursuant to this Section 3 and the Company shall include such information in the written notice given pursuant referred to in subsection 1.2(a)(i3(a). In such event event, the right of any Holder to include his Registrable Securities in such registration pursuant to this subsection 1.2 shall be conditioned conditional upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 CompanyHolders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Section 1 to the contrary3, if the underwriter or underwriter(s) advise(s) the Company determines in writing that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), underwritten then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)which would otherwise be registered and underwritten pursuant hereto, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among such Holders, if available, in proportion, as nearly as practicable, the Holders of Registrable Securities on a pro rata basis according to the respective amount number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided, however, that (i) the number of Registrable Securities included in any such registration shall not be reduced below thirty percent (30%) of the aggregate number of Registrable Securities owned by such Holders at for which inclusion has been requested and (ii) the time number of filing shares of the registration statement. No Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting by reason of the underwriter's marketing limitation and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registrationregistration and underwriting will not thereby be limited.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the all Holders as a part of the written notice given pursuant to subsection 1.2(a)(i)managing underwriter(s) for the Underwritten Offering proposed under the IPO Registration Statement. In such event the The right of any Holder such Holder's Registrable Shares to registration be included in the IPO Registration Statement pursuant to this subsection 1.2 Section 2(b) 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 securities Registrable Shares through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder and such Holder's intended method of distribution and any other representation required by law or reasonably requested by the Companyunderwriters. Notwithstanding any other provision of this Section 1 to the contraryAgreement, if the underwriter or the Company determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of on the number of securities shares to be underwrittenincluded, then the underwriter managing underwriter(s) may exclude some or all shares (including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities from Shares in such registration and underwriting. In IPO Registration Statement (on a pro rata basis based on the event total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, however, that the number of Registrable Securities Shares to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the IPO Registration Statement shall not be reduced unless all other securities of the Company held by (i) officers, directors, other employees of the Company and consultants (other than Registrable Shares held by such persons as Holders under this Agreement); and (ii) other holders of the Company's capital stock with registration and underwriting shall be allocated among rights that are inferior (with respect to such Holders, if available, in proportion, as nearly as practicable, reduction) to the respective amount registration rights of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities set forth herein, are first entirely excluded from the underwriting by reason and registration. Regardless of whether a Holder elects to include Registrable Shares in the IPO Registration Statement, each Holder of Registrable Shares shall be deemed to have agreed not to effect any public sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A, during such periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and sixty (60) days following the effective date of the IPO Registration Statement) by the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other registration. 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's marketing limitation , delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement, provided that the Holder may agree to waive this right to withdraw with the Company, the underwriters or any custodial agent in any custody agreement and/or power of attorney executed by such Holder in connection with the underwriting. Any Registrable Shares excluded or withdrawn from such underwriting shall be included in such excluded and withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2 of which Exhibit C (the Company gives notice is for a registered public offering involving “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, the Company then they shall so advise the Holders Company as a part of the written notice given their request made pursuant to subsection 1.2(a)(i). this Section 2 of Exhibit C and the Company shall include such information in the Request Notice referred to in Section 2(a) of Exhibit C. In such the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration pursuant to this subsection 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1 to the contrary2 of Exhibit C, if the underwriter or underwriter(s) advise(s) the Company determines in writing that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)which would otherwise be registered and underwritten pursuant hereto, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such Holdersunderwriting and registration shall not be reduced (x) by more than twenty percent (20%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, if availableincluding any Person who is an employee, in proportionofficer or director of the Company or any Subsidiary of the Company. Further, if, as nearly as practicablea result of such underwriter cutback, to the respective amount Holders cannot include in the IPO at least eighty percent (80%) of the Registrable Securities owned that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Exhibit C. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by such Holders delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the time of filing effective date of the registration statement. No Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the underwriting by reason registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the underwriter's marketing limitation foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro-rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such registration“Holder,” as defined herein.

Underwriting. If the a registration of statement under which the Company gives notice under this Section is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i)Registrable Securities. In such event event, the right of any Holder such Holder’s Registrable Securities to be included in a registration pursuant to this subsection 1.2 Section 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 securities Registrable Securities through such underwriting shall (together with the Company and the other shareholders 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 and shall furnish such information and documents as the CompanyCompany or the managing underwriter or underwriters may reasonably request. Notwithstanding any other provision of this Section 1 to the contraryAgreement, if the managing underwriter or the Company determines determine(s) in good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the underwriter managing underwriter(s) may exclude some or all of the Registrable Securities from such the registration and the underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise pro rata among all Holders (except those Holders who have indicated requested to sell Registrable Securities in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holdersunderwriter, if available, in proportion, as nearly as practicable, delivered at least 10 business days prior to the respective amount of the Registrable Securities owned by such Holders at the time of filing effective date of the registration statement. No Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. Notwithstanding any provision of this Agreement to the contrary, the Holders shall not be required to enter into an underwriting by reason agreement that contains indemnification and contribution provisions which, in the reasonable opinion of the underwriter's marketing limitation shall be included Holders, materially differ from those contained in such registrationSection 7.5.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 2(e) is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.5(e)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 2(e) shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2(e), and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of recognized national standing selected for such underwriting by the CompanyCompany and reasonably acceptable to a majority of the Holders proposing to distribute their securities through such underwriting. Notwithstanding any other provision of this Section 1 to the contrary2.5, if the managing underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any holders of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned requested by such Holders at the time of filing of the to be included in such registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company TSII gives notice is for a registered public offering involving an underwriting, the Company TSII shall so advise each of the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 4(i)(A). In such event event, the right of any Holder each of the Holders to registration pursuant to this subsection 1.2 Section 4 shall be conditioned upon such Holder's Holders' participation in such underwriting and the inclusion of such Holder's Holders' Registrable Securities in the underwriting to the extent provided herein. All The Holders proposing whose shares are to distribute their securities through be included in such underwriting registration shall (together with the Company TSII and the other shareholders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the CompanyTSII. Notwithstanding any other provision of this Section 1 to the contrary4, if the underwriter or the Company representative determines that marketing factors require a limitation of on the number of securities shares to be underwritten, the underwriter representative may exclude some or all of (subject to the Registrable Securities from such registration and underwriting. In the event allocation priority set forth below) limit the number of Registrable Securities to be registered is limited included in accordance with the provisions of this Section 1.2(b), the Company registration and underwriting. TSII shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any holders of their Registrable Securities through such underwriting)securities requesting registration, and the number of shares of the Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among in the following manner: The securities of TSII held by officers, directors and Other Stockholders of TSII (other than securities held by holders who by contractual right initiated the demand for such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if availablea limitation on the number of shares is still required, in proportion, as nearly as practicable, to the respective amount number of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall shares that may be included in the registration and underwriting by each of the Holders and Demanding Holders shall be reduced, on a pro rata basis (based on the number of shares proposed to be sold by such Holder or Demanding Holder), by such minimum number of shares as is necessary to comply with such limitation. If any of the Holders or Demanding Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw there from by written notice to TSII and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, they shall so advise the Company as part of their request made under Section 1.5(a), and the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 1.5(a)(i). In such event the The right of any Holder to registration pursuant to this subsection 1.2 Section 1.5 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's ’s Registrable Securities in the underwriting underwriting, to the extent requested and provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1 to the contrary1.5, if the managing underwriter or advises the Company determines in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)who indicated their intent to participate in the registration in a timely manner, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, Holders in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration and shall be subject to the provisions of Section 1.14 hereof.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the The right of any Holder of Registrable Securities to ------------ include Registrable Securities in a registration pursuant to this subsection Section 1.2 involving an underwritten public offering shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) 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 Section 1 to the contrary1, if the managing underwriter or underwriters conclude in their sole discretion that the total amount of securities which the Company determines that marketing factors require a limitation of the number and any holders of securities having registration rights intends to be underwritteninclude in such offering is such as to materially and adversely affect or jeopardize the offering, then the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities from such registration and underwritingrequested to be included. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b)such event, the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Restricted Securities through such underwriting)requesting registration, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, the Holders of Registrable Securities in proportion, as nearly as practicable, proportion to the respective amount amounts of Registrable Securities held by them and, if a further limitation on the number of shares is required, the securities of the Company held by Holders of Registrable Securities owned by shall be excluded from such Holders at the time registration. If any Holder of filing Registrable Securities requesting registration disapproves of the registration statementterms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. No Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If by the underwriting withdrawal of such Registrable securities a greater number of shares of Registrable Securities held by reason other Holders of the underwriter's marketing limitation shall Registrable Securities may be included in such registrationregistration (up to the maximum of any limitation imposed by the underwriter), then the Company shall offer to all Holders of Registrable Securities who have included Registrable Securities in the registration the right to include additional Registrable securities in the same proportion used in determining the limitation imposed by the provisions of this Section 1.2(b).

Underwriting. If In the event that a registration of which the Company gives notice pursuant to this Section 2.5 is for a registered public offering involving an underwriting, the Initiating Holders shall notify the Company of such fact and the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.5(a). In such event event, the right of any Holder to participate in the registration pursuant to this subsection 1.2 Section 2.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall be entitled to participate in an underwritten offering on the terms set forth herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in reasonable and customary form with the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1 to the contrary2.5, if the managing underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)Securities, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement. No Registrable Securities Shares excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any holder to the nearest 100 shares. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders no later than ten (10) business days prior to the date the registration is declared effective. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 90 days after the effective date of the registration statement relating thereto.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 3(i)(A). In such event event, the right of any Holder each of the Holders to registration pursuant to this subsection 1.2 Section 3 shall be conditioned upon such Holder's Holders' participation in such underwriting and the inclusion of such Holder's Holders' Registrable Securities in the underwriting to the extent provided herein. All The Holders proposing whose shares are to distribute their securities through be included in such underwriting registration shall (together with the Company and the other shareholders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1 to the contrary3, if the underwriter or the Company representative determines that marketing factors require a limitation of on the number of securities shares to be underwritten, the underwriter representative may exclude some or all of (subject to the Registrable Securities from such registration and underwriting. In the event allocation priority set forth below) limit the number of Registrable Securities to be registered is limited included in accordance with the provisions of this Section 1.2(b), the registration and underwriting. The Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any holders of their Registrable Securities through such underwriting)securities requesting registration, and the number of shares of the Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among in the following manner: The securities of the Company held by officers, directors and Other Stockholders of the Company (other than securities held by holders who by contractual right initiated the demand for such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if availablea limitation on the number of shares is still required, in proportion, as nearly as practicable, to the respective amount number of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall shares that may be included in the registration and underwriting by each of the Holders and Demanding Holders shall be reduced, on a pro rata basis (based on the number of shares proposed to be sold by such Holder or Demanding Holder), by such minimum number of shares as is necessary to comply with such limitation. If any of the Holders or Demanding Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to Section 2.1 and the Company shall include such information in its written notice given to the Holders pursuant to subsection 1.2(a)(i)Section 2.1. The underwriter will be selected by the Company and shall be reasonably acceptable to the Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders. In such event event, the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to this subsection 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 securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) 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 Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 1 to the contrary2.3, if the underwriter or advises the Company determines that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the underwritten (including Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), Securities) then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)which would otherwise be underwritten pursuant hereto, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, in proportion, as nearly as practicable, to the respective amount Holders of the such Registrable Securities owned on a pro rata basis based on the number of Registrable Securities held by all such Holders at (including the time Initiating Holders); provided, that the number of filing shares of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall to be included in such underwriting shall not be reduced unless all other securities (other than Registrable Securities held by Holders) are first entirely excluded from the underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

Underwriting. If the Holders initiating the registration request under this Section 2.2 ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then they shall so advise the Holders Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice given pursuant referred to in subsection 1.2(a)(i2.2(a). In such event event, the right of any Holder to include his Registrable Securities in such registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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, which agreement shall be reasonably acceptable to a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 1 to the contrary2.2, if the underwriter or underwriter(s) advise(s) the Company determines in writing that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), underwritten then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)which would otherwise be registered and underwritten pursuant hereto, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be reduced as 5 6 required by the underwriter(s) and allocated among such Holders, if available, in proportion, as nearly as practicable, the Holders of Registrable Securities on a pro rata basis according to the respective amount number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities Company are first entirely excluded from the underwriting by reason of the underwriter's marketing limitation and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be included in such withdrawn from the registration.

Underwriting. If the registration Holders intend to distribute the Registrable ------------ Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to Section 5(a) and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 5(a)(x). In such event the The right of any Holder to registration pursuant to this subsection 1.2 Section 5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders requesting registration pursuant to Section 5(a)) to the extent provided herein. All A Holder may elect to include in such underwriting all or part of the Registrable Securities held by such Holder. The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 a majority in interest of the CompanyHolders requesting registration. Notwithstanding any other provision of this Section 1 to the contrary5, if the managing underwriter or advises the Company determines Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities then, subject to be registered is limited in accordance with the provisions of this Section 1.2(b5(a), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders requesting inclusion in the registration in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned and other securities requested by such Holders at the time of filing of to be included the registration statement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities and other securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. If less that 75% of Registrable Securities requested to be included in a registration by all Holders requesting registration are included in such registration, then each Holder requesting registration shall be entitled to an additional demand registration right pursuant to the terms of Section 5(a). If any Holder of Registrable Securities and other securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the other Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; provided, however, that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 5(b). If the registration does not become effective due to the withdrawal of Registrable Securities, then either (1) the Holders requesting registration shall reimburse the Company for expenses incurred in complying with the request or (2) the aborted registration shall be treated as effected for purposes of Section 5(a)(B); provided that, in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 5, such registration shall not be treated as a counted registration for purposes of Section 5(a)(B) hereof, even though the Holders do not bear the Registration Expenses for such aborted registration.

Underwriting. If In the event that a registration of which requested by the Company gives notice Initiating Holders pursuant to this Section 5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 5(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited as provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 Section 1 to the contrary5, if the managing underwriter or underwriters advise the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), participating and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company. The Registrable Securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.5(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 2.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.5(b), and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All A Holder may elect to include in such underwriting all or part of the Registrable Securities such Holder owns. The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1 to the contrary2.5(b), if the managing underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any holders of their Registrable Securities through and there shall be excluded from such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders, if availablethen shares which the Company may wish to register for its own account, in proportion, as nearly as practicableand thereafter, to the extent necessary, shares held by the Holders (PRO-RATA to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement. No statement is filed), provided, however that in any event all Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall must be included in such registration prior to any other shares of the Company. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and, in connection with the IPO, such Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such IPO, or such other shorter period of time as the underwriters may require. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of factors pursuant to this sub-section (b), then the Company shall offer to all Holders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion in accordance with the preceding two paragraphs.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their demand made pursuant to this Section 2.2; and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 2.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders The Company shall, together with all holders of capital stock of the Company proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 1 to the contrary2.2, if the underwriter or shall advise the Company determines that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through that have requested to participate in such underwriting)offering, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders, if available, Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statementRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other shareholders) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwritingunderwritten offer, the Company they shall so advise the Holders Company as a part of their demand made pursuant to this Section 5.3, and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 5.3(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 5.3 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 The Company shall, together with all holders of Registrable Securities of the Company proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of this Section 1 to the contrary5.3, if the underwriter or shall advise the Company determines that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through and Third Party Holders that have requested to participate in such underwriting)offering, and the number of shares of the Registrable Securities (including the relevant Share Equivalents of such Third Party Holders) that may be included in the registration and underwriting shall be allocated pro rata among such Holders, if available, Holders and Third Party Holders in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned (including the relevant Share Equivalents of such Third Party Holders) held by such Holders and Third Party Holders at the time of filing of the registration statementRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other Stockholders) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by such request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of the written notice given such request made pursuant to subsection 1.2(a)(iSection 1.2(a). In The Company shall enter into an agreement in customary form for a secondary distribution with the underwriter or underwriters selected by such event Initiating Holders for such underwriting, provided such underwriters are reasonably acceptable to the right Company, but the Company shall not be required to pay any commission to the underwriter in respect of the sale of Registrable Securities. If officers or directors of the Company (other than Blend) holding other securities of the Company shall request inclusion in any Holder to registration pursuant to this subsection 1.2 Section 1.2, the Holders shall be conditioned upon such Holder's participation in such underwriting and offer to include the inclusion securities of such Holder's Registrable Securities officers and directors in the underwriting to and may condition such offer on their acceptance by such officers and directors of the extent provided hereinfurther applicable provisions of this Section 1. All Holders proposing to distribute their securities through such underwriting The Company shall (together with the Company all officers and the other shareholders distributing directors proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1 to the contrary1.2, if the managing underwriter or advises the Company determines Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, the underwriter may exclude some or all securities of the Registrable Securities Company held by officers and directors of the Company (other than Blend) shall be excluded from the underwriting by reason of the underwriter's marketing limitation to the extent so required by such registration and underwritinglimitation. In the event If the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holdersstatement still exceeds the underwriter's marketing limitations, if available, in proportion, as nearly as practicable, to the respective amount of then the Registrable Securities of the Holders shall be excluded on a pro rata basis according to the total amount of Registrable Securities entitled to be included therein owned by each selling Holder, or in such Holders at the time of filing of the registration statement. other apportions as shall be mutually agreed to by such selling Holders, No Registrable Registerable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any officer or director who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. If High Plains intends to distribute the registration Registrable Securities covered by its request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company then it shall so advise the Holders Pure Cycle as a part of the written notice given request made pursuant to subsection 1.2(a)(i)this Section 1.2. In such event the right of any Holder to registration pursuant to this subsection 1.2 event, High Plains shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 CompanyHigh Plains (which underwriter or underwriters shall be reasonably acceptable to Pure Cycle). Notwithstanding any other provision of this Section 1 to the contrary1.2, if the managing underwriter or the Company determines advises Pure Cycle in writing that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event then Pure Cycle shall so advise High Plains, and, at High Plains’ election either (i) the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holdersreduced as required by the managing underwriter, if available, or (ii) High Plains may withdraw the request in proportion, as nearly as practicable, which case the request shall not count pursuant to the respective amount Section 1.2(c) and High Plains shall reimburse Pure Cycle for Pure Cycle’s cost of the Registrable Securities owned by such Holders at the time of filing of the withdrawn registration statementas provided in Section 1.2(f). No Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the underwriting by reason registration; provided, however, that the number of the underwriter's marketing limitation shall be shares of Registrable Securities included in such registrationthe underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. A reduction in the number of Registrable Securities included in the registration shall not affect the number of demand registrations set forth in Section 1.2(c).

Underwriting. If the registration of for which the Company Corporation gives notice under Section 2.(a) is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the right of any Holder Shareholder to registration pursuant to under this subsection 1.2 shall Section 2. will be conditioned upon such Holder's the Shareholder’s participation in such the underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided hereinin this Agreement. All Holders proposing If any Shareholder proposes to distribute their its securities through such underwriting shall the underwriting, the Shareholder will (together with the Company Corporation and the any other shareholders stockholders distributing their securities through such the underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such that underwriting by the CompanyCorporation; provided that the underwriting agreement will not provide for indemnification or contribution obligations on the part of Shareholders materially greater than the obligations of the Shareholders under Sections Error: Reference source not found, Error: Reference source not found and Error: Reference source not found of this Agreement nor will it require the Shareholders to represent and warrant anything other than good title, free of encumbrances, to the Shares being sold, the accuracy of the information provided by them in the registration statement and residency of the Shareholder. Notwithstanding Despite any other provision of this Section 1 to the contrary2., if the managing underwriter or advises the Company determines Shareholders registering securities in writing that marketing factors require a limitation of on the number of securities to be underwritten, the underwriter may exclude some or all of then the Registrable Securities of the Shareholders, the securities of the Corporation and the securities held by any other stockholders distributing their securities through the underwriting may be excluded from such registration and underwriting. In the event underwriting because of the underwriter’s marketing limitation to the extent so required by the limitation as follows: (i) first, the securities held by all stockholders except Preferred Shareholders, distributing their securities through the underwriting will be excluded in a manner that the number of any shares that may be included by the holders are allocated in proportion, as nearly as practicable to the amounts of the securities proposed to be offered by those persons in the registration, (ii) if after all securities held by all stockholders except Preferred Shareholders have been excluded, Registrable Securities to of the Preferred Shareholders will be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall excluded so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and that the number of shares of the any Registrable Securities that may be included in by the registration and underwriting shall be Preferred Shareholders are allocated among such Holders, if available, in proportion, as nearly as practicable, practicable to the respective amount amounts of Registrable Securities held by those Preferred Shareholders, and (iii) if after all securities held by all stockholders, including the Preferred Shareholders have been excluded, securities of the Corporation will be excluded. The Corporation will advise all holders of Registrable Securities owned requesting registration of the number of shares entitled to be included in the registration. If any Shareholder or other stockholders disapprove of the terms of the underwriting, he or she may elect to withdraw from the underwriting by such Holders at written notice to the time of filing Corporation and the managing underwriter. Any securities excluded or withdrawn from the underwriting will be withdrawn from the registration, and will not be transferred in a public distribution before 120 days after the effective date of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, they shall so advise the Company as part of their request made under Section 1.5(a), and the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 1.5(a)(i). In such event the The right of any Holder to registration pursuant to this subsection 1.2 Section 1.5 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's ’s Registrable Securities in the underwriting underwriting, to the extent requested and provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 CompanyCompany and a majority of the Holders. Notwithstanding any other provision of this Section 1 to the contrary1.5, if the managing underwriter or advises the Company determines in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)who indicated their intent to participate in the registration in a timely manner, and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, Holders in proportion, as nearly as practicable, to the respective amount number of the Registrable Securities owned held by such Holders at the time of filing of the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the Company) are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration.. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Fluidigm Corporation

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwritingfirm commitment underwritten offering, the Company they shall so advise the Holders Uniphase as a part of their request made pursuant to this Section 2.2, and Uniphase shall include such information in the written notice given referred to in Section 2.2.1. The Initiating Holders shall designate any underwriter or underwriters to be retained in connection with any registration pursuant to subsection 1.2(a)(i)this Section 2.2, which underwriter or underwriters shall be reasonably acceptable to Uniphase. In such event event, the right of any Holder to include its Registrable Securities in such registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting underwritten offering and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting and Uniphase, shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Section 1 to the contrary2.2, if the underwriter or the Company determines in good faith advises Uniphase that marketing factors require a limitation of the number of securities to be underwritten, the underwriter may exclude some underwritten (including Registrable Securities) then any securities to be sold on behalf of Uniphase or all any stockholder of the Registrable Securities Uniphase (other than Holders) shall be excluded from such registration to the extent required by such limitation. If a limitation on the number of shares to be included in such registration shall still be required after giving effect to the limitation in the preceding sentence, Uniphase shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and underwritingthe number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. In the event that the reduction in Registrable Securities to be included in such registration reduces the number of Registrable Securities to be so registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders to less than fifty percent (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares 50%) of the Registrable Securities that may requested to be included in so registered pursuant to this Section 2.2, Uniphase shall be obligated to proceed with the registration and underwriting shall be allocated among such Holders, if available, in proportion, as nearly as practicable, to the respective amount of the Registrable Securities owned by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration.such

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection Section 1.2(a)(i). In such event event, the right of any Holder to participate in such registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 1 to the contrary1.2, if the managing underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all participating Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other shareholders) in such registration if the underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders.

Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 1.6(a)(i). In such event event, the right of any Holder to registration pursuant to this subsection 1.2 Section 1.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders 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 CompanyCompany (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 1 to the contrary1.6, if the managing underwriter or the Company determines that marketing factors require a limitation of the number of securities shares to be underwritten, the managing underwriter may exclude some or all limit the registrable securities to be included in such registration to a minimum of 25% of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities total shares to be included in such underwriting or exclude them entirely in the case of the Company's initial public offering (provided that only primary shares to be issued by the Company are being registered is limited in accordance with the provisions of this Section 1.2(bsuch initial public offering), the . The Company shall so advise all Holders (except those Holders who have indicated to and the Company other holders distributing their decision not to distribute any of their Registrable Securities securities through such underwriting)underwriting pursuant to piggyback registration rights similar to this Section 1.6, and the number of shares of the Registrable Securities and other securities that may be included in the registration and underwriting shall be first allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, and after satisfaction of the requirements of the Holders, the remaining shares that may be included in the registration and underwriting shall be allocated among the selling security holders (other than any such Holders, if available, selling security holder that initiated the registration pursuant to demand registration rights) in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders other security holders at the time of filing of the registration statement. No Registrable Securities excluded from To facilitate the underwriting by reason allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter's marketing limitation . Any securities excluded or withdrawn from such underwriting shall be included in withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days (or such shorter period of time as the underwriters may require) after the effective date of the registration statement relating thereto (the "Lock-Up Period"); provided,however, that if such registration is -------------- not the Company's initial public offering such Lock-Up Period shall be ninety (90) days unless the managing underwriter determines that marketing factors require a longer period in which case the Lock-Up period shall be specified by the managing underwriter but shall not exceed one hundred eighty (180) days.

Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to this Section, and the Company shall include such information in the written notice given pursuant referred to in subsection 1.2(a)(i)(b)(i) above. In such event the The right of any Holder to registration pursuant to this subsection 1.2 Section shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. All A Holder may elect to include in such underwriting all or a part of the Registrable Securities he holds. The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters (the "UNDERWRITER") selected for such underwriting by sixty percent (60%) of the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1 to the contrarySection, if the underwriter or the Company Underwriter determines that marketing factors require a limitation of on the number of securities shares to be underwritten, the underwriter Underwriter may exclude some or all of (subject to the Registrable Securities from such registration and underwriting. In the event allocation priority set forth below) limit the number of Registrable Securities to be registered is limited included in accordance with the provisions registration and underwriting to not less than fifty percent (50%) of this Section 1.2(b), the securities which Holders have requested be included therein. The Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any holders of their Registrable Securities through such underwriting)securities requesting registration, and the number of shares of the Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated pro rata among such Holdersholders on the basis of all Registrable Securities then held by such holders. If any Holder disapproves of the terms of any such underwriting, if available, in proportion, as nearly as practicable, such holder may elect to withdraw therefrom by written notice to the respective amount of Company and the Registrable Securities owned by such Holders at the time of filing of the registration statementUnderwriter. No Any Registrable Securities excluded or withdrawn from the such underwriting by reason of the underwriter's marketing limitation shall be withdrawn from such registration. If the Underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the Underwriter so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registrationregistration and underwriting will not thereby be limited.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 3(a)(i). In such event the right of any Holder to registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with mutually agreeable to the underwriter or underwriters selected for such underwriting by the CompanyCompany and each selling Holder, it being understood that the Company shall have no liability to any selling Holder which cannot reach agreeable terms with the underwriter(s) and the sole remedy available to any selling Holder which does not agree with the terms of the underwriting agreement is not to participate in such underwriting. Notwithstanding any other provision of this Section 1 to the contrary3, if the managing underwriter or advises the Company determines that marketing factors require a limitation of on the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any holders of their Registrable Securities through such underwriting)securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company (other than Registrable Securities) held by officers and directors of the Company shall be excluded from such registration and underwriting to the extent required by such limitation (pro rata based upon the number of securities requested to be included in such registration by each such person), and, if a further limitation on the number of shares is required, the securities of the Company (other than Registrable Securities) held by Other Stockholders shall be excluded from such registration to the extent required by such limitation (pro rata based upon the number of securities requested to be included in such registration by each such person), and if a further limitation of the number of shares is required, the Registrable Securities held by officers and directors shall be excluded from such registration to the extent so required by such limitation (pro rata based upon the number of securities requested to be included in such registration by each such person) and if a further limitation on the number of shares is required, the number of shares that may be included in the registration and underwriting shall be allocated among such Holders, if available, the Holders of Registrable Securities requesting inclusion in the registration pursuant to this Section 3 and pursuant to Section 2 in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned by which they had requested to be included in such Holders registration at the time of filing of the registration statement. No If any Holder of Registrable Securities excluded from the underwriting by reason or any officer or director of the Company or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter's marketing limitation . Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be included in withdrawn from such registration. Any registration solely pursuant to this Section 3 shall not constitute a demand registration under Section 2(a)(2)(A) hereof.

Underwriting. Each Loan shall be underwritten by Purchaser in accordance with the underwriting standards established by Purchaser for the applicable loan program for which the particular Loan application was made (the “Underwriting Standards”). Promptly after receipt of a loan application from an applicant, Seller shall present the loan application package to Purchaser for its underwriting review, along with all property, applicant and credit information and documentation as specified in the Guide or as otherwise requested by Purchaser. Seller represents and warrants that all documents, instruments and agreements submitted for Loan underwriting were not falsified and contain no untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading. If the registration application meets the Underwriting Standards, Purchaser shall issue a loan approval or commitment to the applicant. If the loan terms requested by the applicant cannot be approved under the Underwriting Standards, but an alternative set of which loan terms can be approved under the Company gives notice is for Underwriting Standards, then Purchaser may issue a registered public offering involving an underwriting, counteroffer to the Company shall so advise the Holders as a part applicant under such alternative loan terms. Each Party acknowledges that it has received and reviewed copies of the written notice given pursuant to subsection 1.2(a)(i)Underwriting Standards. In such event the right all circumstances, Purchaser shall inform Seller of any Holder to registration pursuant to this subsection 1.2 shall be conditioned upon such Holder's participation in such its underwriting analysis within a reasonable and the inclusion timely period of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Companytime. Notwithstanding any other provision of anything contained in this Section 1 2.1(c) to the contrary, if the underwriter or the Company determines that marketing factors require a limitation any of the number of securities Loans are intended to be underwrittenFHA- insured, then the Parties shall first, and as a condition to any Loan being underwritten hereunder by Xxxxxxxxx, establish a principal-authorized agent relationship under applicable HUD guidelines, with Seller acting as “principal” and Xxxxxxxxx acting as “authorized agent.” At all times while such principal-authorized agent relationship exists, the underwriter may exclude some or Parties shall comply with all of applicable HUD requirements and, without limiting the Registrable Securities from such registration and underwritingforegoing, each Party shall be fully approved by HUD as a mortgagee with unconditional direct endorsement authority. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), the Company shall so advise all Holders (except those Holders who have indicated Decisions as to the Company their decision not to distribute any acceptability of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting Mortgage Loans for purchase by Purchaser shall be allocated among such Holders, if available, in proportion, as nearly as practicable, to the respective amount of the Registrable Securities owned by such Holders solely at the time discretion of filing of the registration statementPurchaser. No Registrable Securities excluded from the Purchaser shall have no responsibility to purchase any Loan until all underwriting by reason of the underwriter's marketing limitation shall be included in such registrationand closing conditions have been satisfied.

Underwriting. If the registration Initiating Holder intends to distribute the ------------ Registrable Securities covered by its request by means of which an underwriting, it shall so advise the Company gives notice is for a registered public offering involving an underwritingas part of its request made pursuant to this Section 4.2. In such event, the Company shall so advise the Holders as a part of include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Subsection 4.2(a)(i). In such event event, if so requested in writing by the Company, the Initiating Holder shall negotiate with an underwriter selected by the Company and reasonably acceptable to the Investor with regard to the underwriting of such requested registration; provided, however, that if the Initiating Holder has not agreed with such underwriter as to the terms and conditions of such underwriting within twenty (20) days following commencement of such negotiations, the Initiating Holder may select an underwriter of its choice reasonably acceptable to the Company. The right of any Holder to registration pursuant to this subsection 1.2 Section 4.2 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 In the event an underwriter is used, the Company shall (together with the Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Section 1 to the contrary4.2, if the managing underwriter or advises the Company determines Initiating Holder in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(bunderwritten (an "Underwriter's Cutback"), the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting)Holders, and the number of shares of the Registrable Securities and shares of Common Stock of other participating security holders ("Other Holders") that may be included in the registration and underwriting shall be allocated among all Holders and such Holders, if available, Other Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned and shares of Common Stock held by such Holders at the time of filing and Other Holders. If any Holder disapproves of the registration statementterms of the underwriting, he or she may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holder. No If, by the withdrawal of such Registrable Securities a greater number of Registrable Securities and shares of Common Stock held by non-withdrawing Holders and Other Holders, respectively, may be included in such registration (up to the limit imposed by the underwriters) the Company shall offer to all such Holders and Other Holders who have included Registrable Securities and shares of Common Stock, respectively, in the registration the right to include additional Registrable Securities and shares of Common Stock in the same proportion used in determining the limitation as set forth above. Any Registrable Securities or shares of Common Stock which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be included in withdrawn from such registration, except to the extent otherwise permitted or allowed under existing registration rights agreements.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 1.5(a)(i). In such event the The right of any Holder to registration pursuant to this subsection 1.2 Section 1.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1 to the contrary1.5, if the managing underwriter or advises the Company determines Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting. In the event the number of Registrable Securities to be registered is limited in accordance with the provisions of this Section 1.2(b), then the Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting), and the number of shares of the Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders, if available, all Holders thereof in proportion, as nearly as practicable, to the respective amount amounts of the Registrable Securities owned held by such Holders at the time of filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration.