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 of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1. In such event the right of any holder of Registrable Securities subject to registration pursuant to this Section 3.1 shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized underwriter selected for underwriting by the Company (the "Underwriter"). Notwithstanding any other provision of this Section 3.1, if the Underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreement. If any Preferred Holder 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 Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.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 Company intends to distribute the Registrable Securities covered by its registration by means of which the Company gives notice is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the holders Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.12.5(a)(i). In such event event, the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 2.5 shall be conditioned upon such holder's Holder’s participation in such underwriting underwritten offering and the inclusion of such holder's Holder’s Registrable Securities in the underwriting underwritten offering to the extent provided herein. All holders The Company shall, together with all participating Holders and participating Third Party Holders of Registrable Securities of the Company (if any) proposing (and permitted) to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) underwritten offering, enter into an underwriting agreement in customary form (containing such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type) with a nationally recognized the managing underwriter or underwriters selected for such underwriting by the Company. Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company (to and for the "Underwriter")benefit of the Holders and Third Party Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Holder or Third Party Holder shall be entitled to participate in such underwritten offering unless such Holder or Third Party Holder, as the case may be, completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreement. Notwithstanding any other provision of this Section 3.12.5, if the Underwriter determines that marketing factors require managing underwriter or underwriters of a limitation on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all proposed underwritten offering of the Registrable Securities which would otherwise be underwritten included in a registration pursuant hereto. The to this Section 2.5 shall advise the Company shall so advise all holders of securities requesting registration, and the Sponsor Holders that have requested to participate in such registration that the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at exceeds the time number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of filing the securities offered or the market for the securities offered, then the number of shares of Registrable Securities that may be included in such registration statementshall be (1) first, 100% of the securities that the Company proposes to sell, (2) second, and secondonly if all the securities referred to in clause (1) have been included, the number of Registrable Securities that the Sponsor Holders, Management Holders and Temasek Holders proposed to include in such registration, which, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such registration, with such number to be allocated pro rata among persons not contractually entitled such Sponsor Holders, Management Holders and Temasek Holders that have requested to participate in such registration rights under this Agreement. If based on the relative number of Registrable Securities then held by each such Sponsor Holder, Management Holder and Temasek Holder (provided, that any Preferred securities thereby allocated to a Sponsor Holder, Management Holder or Temasek Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Sponsor Holders, Management Holders and Temasek Holders in like manner), (3) third, and only if all the securities referred to in clause (2) have been included, the number of Registrable Securities that the other stockholder disapproves Holders proposed to include in such registration, which, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such registration, with such number to be allocated pro rata among such other Holders that have requested to participate in such registration based on the relative number of Registrable Securities then held by each such Holder (provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (4) fourth, and only if all of the terms Registrable Securities referred to in clause (3) have been included in such registration, any other securities eligible for inclusion in such registration (including those of any Third Party Holder) that, in the opinion of the managing underwriter or underwriters, can be sold without having such underwritingadverse effect in such registration; provided, that notwithstanding the foregoing, the shares of Registrable Securities that may be included in such holder may elect to withdraw therefrom by written notice registration shall be subject to the Company and the UnderwriterPriority Sell-Down. Any Registrable Securities or other No securities excluded from the underwriting by reason of the managing underwriter’s or withdrawn from such underwriting underwriters’ marketing limitation shall be withdrawn from included in such 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.13.3(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 3.3 shall be conditioned upon such holder's Holder’s participation in such underwriting and the inclusion of such holder's Holder’s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities Registrable Securities through such underwriting shall (shall, together with the Company and the other stockholders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.13.3, if the Underwriter underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter underwriter may (subject limit the number of Registrable Securities to be included in the allocation priority set forth below) registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting any or all subject to the terms of the Registrable Securities which would otherwise be underwritten pursuant heretothis Section 3.3. The Company shall so advise all holders of the Company’s securities requesting registrationthat would otherwise be registered and underwritten pursuant hereto, and the number of shares of securities such securities, including Registrable Securities, that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following prioritymanner: (i) first, among all holders shares, other than Registrable Securities and other securities that have contractual rights with respect to registration similar to those provided for in this Section 3.3, requested to be included in such registration by stockholders shall be excluded, and (ii) second, if a limitation on the number of shares still is required, securities other than Registrable Securities that have contractual rights with respect to registration shall be excluded, and (iii) third, if a limitation on the number of shares is still required, the number of Registrable Securities that may be included shall be allocated among the Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such Holder at the time of filing the Registration Statement; provided, however, that the aggregate value of securities which they had requested (including Registrable Securities) to be included in such registration at by the time Holders may not be so reduced to less than 25% of filing the total value of all securities included in such registration statementexcept in the Company’s IPO (as defined below). For purposes of any such underwriter cutback, all Registrable Securities and other securities held by any holder that is a partnership, limited liability company or corporation shall also include any Registrable Securities held by the partners, retired partners, members, stockholders or affiliated entities of such holder, or the estates and family members of any such partners, retired partners, members and any trusts for the benefit of any of the foregoing Persons, and second, among persons not contractually entitled such holder and other Persons shall be deemed to be a single “selling holder,” and any pro rata reduction with respect to such “selling holder” shall be based upon the aggregate amount of shares carrying registration rights under owned by all entities and individuals included in such “selling holder,” as defined in this Agreementsentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Except as specifically set forth herein, nothing in this Section 3.3(b) is intended to diminish the number of securities to be included by the Company in the underwriting. If any Preferred Holder or other stockholder disapproves of the terms of any such the underwriting, such holder it may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any The Registrable Securities or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such 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 each of the holders Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.13(a)(i). In such event event, the right of any holder each of Registrable Securities subject the Holders to registration pursuant to this Section 3.1 3 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing The Holders whose shares are to distribute their securities through be included in such underwriting registration shall (together with the Company and the other stockholders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the representative of the underwriter or underwriters selected for underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.13, if the Underwriter representative determines that marketing factors require a limitation on the number of shares to be underwritten, and (x) if such registration is the Underwriter may (Initial Public Offering, the representative may, subject to the allocation priority set forth below) , exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto, and (y) if such registration is other than the Initial Public Offering, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than twenty-five percent (25%) of the securities included therein. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following prioritymanner: firstThe securities of the Company held by Other Stockholders of the Company (other than Registrable Securities, among all if any are held by such Other Stockholders, and other than securities held by holders of Registrable Securities in proportion, as nearly as practicable, (other than Holders) who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the respective amounts extent required by such limitation, and, if a limitation on the number of securities which they had shares is still required, the number of shares that may be included in the registration and underwriting by each of the Holders and the Demanding Holders shall be reduced, on a pro rata basis (based on the number of shares requested to be included in by such registration at the time Holder), by such minimum number of filing the registration statement, and second, among persons not contractually entitled shares as is necessary to registration rights under this Agreementcomply with such limitation. If any Preferred Holder of the Holders or other stockholder any Other Stockholder disapproves of the terms of any such underwriting, such holder person may elect to withdraw therefrom without liability to any party by written notice to the Company and the Underwriterunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. If Holders having at least 50% of the registration Registrable Securities ("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 shall so advise the holders of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant Holders whose shares are to Section 3.1.1. In such event the right of any holder of Registrable Securities subject to registration pursuant to this Section 3.1 shall be conditioned upon such holder's participation included in such underwriting registration and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting Company shall (together with the Company and the all other stockholders distributing proposing to distribute their securities through such underwriting) enter into an underwriting agreement and related agreements in customary form with a nationally recognized the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company. Such underwriting agreement will contain such representations and warranties by the Company (and such other terms and provisions as are reasonable and customary for underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution, the "Underwriter")provision of opinions of counsel and accountants' letters and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Holders. Subject to the foregoing, the Company shall cooperate fully with the Holders and the underwriters in connection with any underwritten offering. Notwithstanding any other provision of this Section 3.13.2, if the Underwriter determines representative of the underwriters advises the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, any securities to be issued by the Underwriter may Company in such distribution (subject or contemporaneous distribution other than one covered by Form S-8) shall not be distributed to the allocation priority set forth below) exclude from extent reasonably required by such registration and underwriting any or all limitation. If, after the exclusion of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationsuch shares, and still further reductions are required, the number of shares included in the underwritten offering by each Holder shall be reduced on a pro rata basis (based on the number of securities shares held by such Holder), by such minimum number of shares as is necessary to comply with such request; provided, that are entitled to there shall be no reduction in the number of shares included in the registration and by any Holders until all shares of other stockholders have been excluded from such underwritten offering. No Registrable Securities or any other securities excluded from the underwriting by persons other than reason of the Company underwriter's marketing limitation shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreementunderwritten offering. If any Preferred Holder or other stockholder who has requested inclusion in such distribution as provided above disapproves of the terms of any such the underwriting, such holder person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the UnderwriterInitiating Holders. Any The securities so withdrawn shall also be withdrawn from such underwritten offering. If the underwriter has not limited the number of Registrable Securities or other securities excluded to be underwritten, the Company and officers and directors of the Company may include its or withdrawn from such underwriting shall be withdrawn from their securities for its or their own account in such registration, if the representative of the underwriters so agrees and if the number of Registrable Securities and other securities that would otherwise have been included in such registration 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.12.3(a). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 2.3 shall be conditioned upon such holder's 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 of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.12.3, if the Underwriter managing underwriter or Company determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter managing underwriter may (subject to the allocation priority set forth below) limit or completely exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise and other securities to be distributed through such underwriting; provided, however, that Registrable Securities to be included in such registration may not be limited to less than 30% of the total amount of securities to be included in any registration other than the registration for Company’s initial underwritten pursuant heretopublic offering of its securities and provided, further that number of shares of Registrable Securities of the Holders to be included in such underwriting shall not be reduced unless all other securities (excluding those held by the Company) are first entirely excluded from the underwriting. The Company shall so advise all holders Holders distributing their securities through such underwriting of securities requesting registrationsuch limitation (or exclusion, if applicable) and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority(if applicable) as follows: first(i) first to holders of Series AA Preferred, Series BB Preferred, Series DD Preferred, Series EE Preferred, Series FF Preferred, and Series GG Preferred or Common Stock issued or issuable upon conversion of Series AA Preferred, Series BB Preferred, Series DD Preferred, Series EE Preferred, Series FF Preferred, and Series GG Preferred, (ii) next, to holders of Series CC Preferred (or Common Stock issued or issuable upon conversion of Series CC Preferred) and holders of Converted Preferred Stock, and (iii) then among all holders of Registrable Securities other Holders thereof, in each case in proportion, as nearly as practicable, to the respective amounts of securities which they had requested Registrable Securities to be included in registered by such registration Holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, and second, among persons not contractually entitled the Company may round the number of shares allocated to registration rights under this Agreementany Holder or holder to the nearest 100 shares. If any Preferred Participating Holder or other stockholder disapproves of the terms of any such underwriting, such holder Participating Holder may elect to withdraw therefrom by written notice to the Company and the Underwritermanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. If Investor 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 Company as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1. In such event the right of any holder of Registrable Securities subject to registration its request made pursuant to this Section 3.1 2.4. In the event of an underwritten offering, the right of Investor to include its Registrable Securities in such registration shall be conditioned upon such holder's Investor’s participation in such underwriting and the inclusion of such holder's Investor’s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing If Investor proposes to distribute their its securities through such underwriting an underwriting, it shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter or underwriters selected for such underwriting by it and reasonably acceptable to the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.12.4, if the Underwriter determines underwriter(s) advise(s) the Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationInvestor, and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be reduced as required by the underwriter(s) and allocated in among the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, on a pro rata basis according to the respective amounts number of securities which they had requested Registrable Securities then held by each Shareholder requesting registration (including Investor); provided, however, that the number of Registrable Securities to be included in such underwriting and registration at shall not be reduced unless all other securities are first entirely excluded from the time 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 filing any of the registration statement, and second, among persons not contractually entitled to registration rights under this AgreementGroup Companies. If any Preferred Holder or other stockholder Investor disapproves of the terms of any such underwriting, such holder Investor may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities or and/or other securities so excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. Investor and all corporations that are Affiliates of Investor shall be deemed to be a single “Shareholder,” and any pro rata reduction with respect to such registration“Shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Shareholder,” as defined in this sentence.

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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.13(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 3 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.13, if the Underwriter underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, and (a) if such registration is the Underwriter Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any some or all of the Registrable Securities which would otherwise be underwritten pursuant heretoto the notice described herein, and (b) if such registration is other than the Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than fifty percent (50%) of the securities included therein (based on aggregate market values). The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: firstmanner. The securities of the Company held by officers and directors of the Company (other than Registrable Securities) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting shall be allocated among all holders of Registrable Securities such Holders and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in such registration at the time of filing the registration statement, and secondexcept that Registrable Securities held by any of the Purchasers, among persons not contractually entitled or any other Holder shall be the last to registration rights under this Agreementbe limited. If any Preferred Holder of Registrable Securities or other stockholder any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.12.3(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 2.3 shall be conditioned upon such holder's Holder’s participation in such underwriting and the inclusion of such holder's Holder’s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities Registrable Securities through such underwriting shall (shall, together with the Company and the other stockholders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for such underwriting by the Company. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company (or the "Underwriter"). underwriters other than customary representations, warranties or agreements regarding such Holder’s 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 3.12.3, if the Underwriter underwriter determines that marketing factors require the registration of all, or a part, of the Registrable Shares that the Holders have requested to be included pursuant to this Section 2.3 would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the underwriter believes may be sold without causing such adverse effect, provided, however, that the number of shares of such securities, including Registrable Securities, that shall be included in the registration and underwriting shall be allocated in the following manner: (i) first, shares, other than Registrable Securities and other securities that have contractual rights with respect to registration similar to those provided for in this Section 2.3, requested to be included in such registration by stockholders shall be excluded; (ii) second, if a limitation of the number of shares still is required, the number of securities, other than Registrable Securities, that have contractual rights with respect to registration that may be included shall be excluded; and (iii) third, if a limitation on the number of shares to be underwrittenis still required, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in among the following priority: first, among all holders of Registrable Securities thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and such other securities which they had requested to be included in held by each such registration holder at the time of filing the registration statementRegistration Statement. Notwithstanding the foregoing, in no event shall the number of Registrable Securities permitted to be registered pursuant to this Section 2.3 be reduced to below 25% of the total number of securities included in such registration, unless such offering is the IPO, in which case the Registrable Securities may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of any such underwriter cutback, all Registrable Securities and other securities held by any holder that is a partnership, limited liability company or corporation shall also include any Registrable Securities held by the partners, retired partners, members, stockholders or affiliated entities of such holder, or the estates and family members of any such partners, retired partners, members and any trusts for the benefit of any of the foregoing persons, and secondsuch holder and other persons shall be deemed to be a single “selling holder,” and any pro rata reduction with respect to such “selling holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling holder,” as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s cutback shall be included in such registration. Notwithstanding the foregoing, among persons not contractually entitled nothing in this Section 2.3(b) shall diminish or restrict in any way a Holder’s ability to exercise its registration rights under this AgreementSection 2.2 or 2.9. If any Preferred Holder or other stockholder disapproves of the terms of any such the underwriting, such holder it may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any The Registrable Securities or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration.

Underwriting. If (i) Subject to Section 8.01(e), the registration distribution of which the Company gives notice is for Series A Stock covered by the Demand Registration shall be effected by means of a registered public offering involving an firm commitment underwriting, the Company shall so advise the holders of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1. In such event and the right of any holder of Registrable Securities subject Eligible Holder to registration pursuant to this Section 3.1 Article VIII shall be conditioned upon such holder's Eligible Holders' participation in such underwriting and the inclusion of such holderEligible Holder's Registrable Securities Series A Stock in the underwriting (unless otherwise mutually agreed by a majority in interest of the other Eligible Holders) to the extent provided herein. All holders of Registrable Securities The Company (together with all Eligible Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their securities Series A Stock through such underwriting) shall enter into an underwriting agreement in customary form with a managing underwriter of nationally recognized underwriter standing selected for such underwriting by the Company with the approval of the Eligible Holder that has included the largest number of shares in the Demand Registration, such approval not to be withheld unreasonably. No Eligible Holder may participate in any Demand Registration unless such Eligible Holder (A) agrees to sell its Series A Stock on the "Underwriter"). basis provided in such underwriting agreement and (B) completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreement. (ii) Notwithstanding any other provision of this Section 3.1Article VIII, if the Underwriter determines managing underwriter advises the Company and the Eligible Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Underwriter managing underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such Demand Registration. The number of shares of Series A Stock that may be included in the Demand Registration and underwriting shall be allocated among the Eligible Holders who have requested registration at in accordance with the time provisions of filing Section 8.01(f). No Series A Stock excluded from the registration statement, and second, among persons not contractually entitled to registration rights under this Agreement. underwriting by reason of the managing underwriter's marketing limitation shall be included in such Demand Registration. (iii) If any Preferred Eligible Holder or other stockholder participating in a Demand Registration disapproves of the terms of any such the underwriting, such holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the Underwriterother Eligible Holders. Any Registrable Securities or If by such withdrawal a greater number of shares of Series A Stock held by other securities excluded or withdrawn from Eligible Holders may be included in such underwriting Demand Registration (up to the maximum of any limitation imposed by the managing underwriter), then the Company shall offer to all Eligible Holders participating in the Demand Registration the right to include additional shares of Series A Stock, which additional shares shall be withdrawn from such registrationallocated among the Eligible Holders who have requested registration in accordance with the provisions of Section 8.01(f).

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 all Holders of the holders underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Securities AS A PART OF THE WRITTEN NOTICE given Shares to be included in the IPO Registration Statement pursuant to Section 3.1.1. In such event the right of any holder of Registrable Securities subject to registration pursuant to this Section 3.1 2(b) shall be conditioned upon such holder's Holder’s participation in such underwriting and the inclusion of such holder's Holder’s Registrable Securities Shares in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized underwriter the 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 Company (the "Underwriter")underwriters. Notwithstanding any other provision of this Section 3.1Agreement, if the Underwriter determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the Underwriter managing underwriter(s) may exclude shares (subject 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 allocation priority set forth below) exclude from such registration Company, and underwriting any or all second, to each of the Holders requesting inclusion of their Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders Shares in such IPO Registration Statement (on a pro rata basis based on the total number of securities Registrable Shares then held by each such Holder who is requesting registrationinclusion); provided, and however, that the number of shares of securities that are entitled Registrable Shares to be included in the registration and underwriting by persons IPO Registration Statement shall not be reduced unless all other than 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 rights that are inferior (with respect to such reduction) to the registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration; provided, further, however, that Holders of Registrable Shares shall be allocated permitted to include Registrable Shares comprising at least 25% of the total securities included in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to Underwritten Offering proposed under the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this AgreementIPO Registration Statement. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder Holder may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter, delivered at least five (5) Business Days prior to the date of the preliminary prospectus printed for use in the road show in connection with the IPO. Any Registrable Securities or other securities Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from such the registration.

Underwriting. (i) 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.14(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 4 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Restricted Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for such underwriting by the Company Company. CHINA GRANITE CORPORATION 4 Subscription Agreement (the "Underwriter"). ii) Notwithstanding any other provision of this Section 3.14, if the Underwriter underwriter managing such public offering determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter underwriter may (subject limit the number of Restricted Securities to be included in the allocation priority set forth below) registration and underwriting, or may exclude Restricted Securities entirely from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant heretounderwriting. The Company shall so advise all holders Holders of securities requesting registrationRestricted Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of securities Restricted Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of securities which they had Restricted Securities held by each of such Holders as of the date of the notice pursuant to Section 4(a)(i) above; provided that the number of shares of Restricted Securities requested to be included in such registration at underwriting shall not be reduced unless all other securities being sold by shareholders other than the time of filing Holders are first entirely excluded from the registration statement, and second, among persons not contractually entitled to registration rights under this AgreementUnderwriting. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any Registrable Restricted Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such 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 of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1. In such event the The right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 3 shall be conditioned upon such holder's Holder’s participation in such the underwriting and the inclusion of such holder's Holder’s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwritingPartnership) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for such underwriting by the Company (the "Underwriter")Partnership. Notwithstanding any other provision of this Section 3.13, if the Underwriter underwriter determines that marketing factors require a limitation on of the number of shares units to be underwritten, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company Partnership shall so advise all holders of Holders whose securities requesting registrationwould otherwise be registered and underwritten pursuant hereto, and the number of shares of securities that are entitled Registrable Securities requested to be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities Holders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested Registrable Securities entitled to be included inclusion in such registration held by such Holders at the time of filing the registration statement, or, if so determined by the underwriter, all Registrable Securities shall be excluded from each registration and second, among persons not contractually entitled to registration rights under this Agreementunderwriting. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder the Holder may elect to withdraw therefrom by written notice to the Company Partnership and the Underwriterunderwriter. Any If by the withdrawal of such Registrable Securities or a greater number of Registrable Securities held by other securities excluded or withdrawn from Holders may be included in such underwriting registration (up to the maximum of any limitation imposed by the underwriters), then the Partnership shall be withdrawn from such registrationoffer 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. (i) If the registration of for which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.12.2(a)(i). In such event event, the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 2.2 shall be conditioned upon such holder's Holder’s participation in such underwriting and the inclusion of such holder's Holder’s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders Other Selling Stockholders with registration rights to participate therein distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with a nationally recognized the representative(s) of the underwriter or underwriters selected for underwriting by the Company and reasonably acceptable to the Holders holding a majority of the Registrable Securities held by the Holders that are proposed to be included in such underwriting, and shall complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents as may be customary and reasonably requested by the managing underwriters or as required under the terms of such underwriting arrangements; provided that no Holder of Registrable Securities or other Persons (other than the "Underwriter"). Company and its subsidiaries) included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such Holder or other Person, such Holder’s or other Person’s title to ownership of the securities, such Holder’s or other Person’s power and authority, such Holder’s or other Person’s intended method of distribution (including representations regarding price stabilization or manipulation) and such other representations and warranties personal to such Holder or other Person, if any, as may be customary under the circumstances) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise specifically provided in Section 2.5, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in Section 2.9. (ii) Notwithstanding any other provision of this Section 3.12.2, if the Underwriter determines underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter Company and the underwriters may (subject to the allocation priority limitations set forth below) exclude from such limit the number of Registrable Securities and Other Shares to be included in the registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant heretounderwriting. The Company shall so advise all holders of securities Holders and Other Selling Stockholders requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities in proportionallocated, as nearly as practicablefollows: (i) first, to the respective amounts of Company for securities which they had requested being sold for its own account (if any), and (ii) second, to be included the Holders and Other Selling Stockholders requesting to include Registrable Securities and/or Other Shares in such registration at statement pro rata based on the time percentage of filing the Registrable Securities and/or Other Shares held by each of them. (iii) If a Person who has requested inclusion in such registration statement, and second, among persons as provided above does not contractually entitled agree to registration rights under this Agreement. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder may elect to withdraw Person shall also be excluded therefrom by written notice to from the Company and or a representative of the Underwriterunderwriter(s). Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingunder Section 2, the Company shall so advise will enter into and perform its obligations under an underwriting agreement with the holders underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, customary provisions relating to indemnitees and contribution and the provision of opinions of counsel and accountants' comfort letters. If Registrable Securities AS A PART OF THE WRITTEN NOTICE given are to be distributed by such underwriters on behalf of any Holder, such Holder shall also be a party to any such underwriting agreement. (b) If any registration pursuant to Section 3.1.1. In such event 4 shall involve an underwritten offering, the right of any holder of Company may require Registrable Securities subject requested to registration be registered pursuant to this Section 3.1 shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized underwriter selected for underwriting by the Company (the "Underwriter"). Notwithstanding any other provision of this Section 3.1, if the Underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested 4 to be included in such underwriting on the same terms and conditions as shall be applicable to the securities being sold through underwriters under such registration. In such case, each Holder requesting registration at shall be a party to any such underwriting agreement. Such agreement shall contain such representations and warranties by the time Holders requesting registration and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnitees and contribution (it being understood that each Holder shall not be required to make any representation concerning the Company or its business or to indemnify or contribute for any liabilities, losses or expenses related to any omission or misstatements in any registration statement or prospectus except to the extent based upon information provided in writing by the Holder expressly for use therein). (c) In any offering of filing the Registrable Securities pursuant to a registration statementhereunder, and secondeach Holder requesting registration shall also enter into such additional or other agreements as may be customary in such transactions, which agreements may contain, among persons not contractually entitled to registration rights under this Agreement. If any Preferred Holder or other stockholder disapproves of the terms of any such underwritingprovisions, such holder representations and warranties as the Company or the underwriters of such offering may elect to withdraw therefrom reasonably request (including, without limitation, those concerning such Holder, its Registrable Securities, such Holder's intended plan of distribution and any other information supplied by written notice it to the Company for use in such registration statement), and customary provisions relating to indemnitees and contribution (it being understood that each Holder shall not be required to make any representation concerning the Underwriter. Any Registrable Securities Company or other securities excluded its business or withdrawn from such underwriting shall be withdrawn from such registrationto indemnify or contribute for any liabilities, losses or expenses related to any omission or misstatements in any registration statement or prospectus except to the extent based upon information provided in writing by the Holder expressly for use therein).

Underwriting. If the registration Investors intend to distribute the Shares by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company it shall so advise the holders of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1Company. In such event the The right of any holder of Other Registrable Securities subject Shares to have such shares included in the registration pursuant to this Section 3.1 shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Other Registrable Securities Shares in such underwriting (unless otherwise mutually agreed by the underwriting Investor and such holder with respect to such participation and inclusion) to the extent provided herein. All . (i) If the Company shall request inclusion in any registration pursuant to Section 2 of securities being sold for its own account, or if officers or directors of the Company holding other securities of the Company or holders of Other Registrable Securities proposing Shares, shall request inclusion in any registration pursuant to distribute Section 2, the Investors shall, on behalf of all holders of Other Registrable Shares, offer to include Other Registrable Shares and the securities of the Company, and such officers and directors in the underwriting and may condition such offer on their securities through such underwriting acceptance of the further applicable provisions of this Agreement. The Company shall (together with the Company all holders of Other Registrable Shares and the other stockholders distributing officers and directors proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or representative of the underwriters selected for such underwriting by the Company Company, which underwriter(s) shall be reasonably acceptable to the Investors. (the "Underwriter"). ii) Notwithstanding any other provision of this Section 3.12, if the Underwriter determines representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to Company shall so advise the allocation priority set forth below) exclude from such registration Investors and underwriting any or all holders of the Other Registrable Securities which Shares and other shareholders whose securities would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting to such registration, and the number of shares of Other Registrable Shares and other securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following prioritymanner: firstthe securities to be offered by the Company and the securities of the Company held by officers and directors of the Company shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the Other Registrable Shares shall be excluded pro rata with Registrable Shares, unless another method of determining such exclusion is specified in the agreements governing the Other Registrable Shares, according to the relative number of Other Registrable Shares requested to be included in such registration and underwriting, from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of Registrable Shares that may be included in the registration and underwriting shall be allocated among all holders of Registrable Securities Shares in proportion, as nearly as practicable, to the respective amounts of securities Registrable Shares which they had requested to be included in such registration at the time of filing the registration statement. No Registrable Shares or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall also be included in such registration. (iii) If the Company or any officer, director or holder of Other Registrable Shares who has requested inclusion in such registration and second, among persons not contractually entitled to registration rights under this Agreement. If any Preferred Holder or other stockholder underwriting as provided above disapproves of the terms of any such the underwriting, such holder person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the UnderwriterInvestors. Any Registrable Securities or other The securities excluded or so withdrawn from such underwriting shall also be withdrawn from such 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.11.2(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 1.2 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (Company, but subject to the "Underwriter")reasonable approval of Holders holding a majority of the Registrable Securities to be included in such registration. Notwithstanding any other provision of this Section 3.11.2, if the Underwriter managing underwriter determines in its good faith judgment that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter managing underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of limit the Registrable Securities which would otherwise to be underwritten pursuant heretoincluded in such registration. The Company shall so advise all holders of securities requesting registration, Holders and the number of shares of securities that are entitled to may be included in the registration and underwriting by persons (other than in behalf of the Company Company) shall first be allocated on a pro rata basis among all Holders in proportion to the following priority: firstrespective amounts of the Registrable Securities held by all Holders and then, if additional Registrable Securities may be included, among all holders of Registrable Securities other Holders, 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 Registrable Securities of the Holders included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering. No securities of the Company held by parties other than the Holders or the Company shall be included in any registration and underwriting to which they had requested to be this Section applies if the number of Registrable Securities that would otherwise have been included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreementunderwriting will thereby be limited. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder 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 registrationmanaging underwriter.

Underwriting. (i) 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.1subsection I .2(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 subsection 1.2 shall be conditioned upon such holder's Holder"s participation in such underwriting and the inclusion of such holder's Holder"s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for such underwriting by the Company Company. (the "Underwriter"). ii) Notwithstanding any other provision of this Section 3.1subsection 1.2, if the Underwriter underwriter managing such public offering determines that marketing factors require a limitation on of the number of shares to be underwritten, and (A) if such registration is the Underwriter may (subject first registered offering of the sale of the Company's securities to the allocation priority set forth below) general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting any underwriting, or all (B) if such registration is other than the first registered offering of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders sale of the Company"s securities to the general public, the underwriter may limit the amount of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other the Company"s shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection I .2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate securities included in such registration without the prior consent of at least a majority of the Holders who have requested their shares to be included in such registration and underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated in the following priority: first, among all holders of Registrable Securities Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of securities which they had Registrable Securities held by each of such Holders as of the date of the notice pursuant to subsection 1 .2(a)(i) above; provided that the number of shares of Registrable Securities requested to be included in such registration at underwriting shall not be reduced unless all other securities being sold by shareholders other than the time of filing Holders are fast entirely excluded from the registration statement, and second, among persons not contractually entitled to registration rights under this AgreementUnderwriting. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.16(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 6 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.16, if the Underwriter determines managing underwriter advises the Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Underwriter managing underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and limit the number of shares of securities that are entitled Registrable Securities to be included in the registration and underwriting by persons other than reducing the Company shall be allocated in the following priority: first, among all holders number of Registrable Securities included on behalf of the Holders, on a pro-rata basis (or in proportionsuch other proportions as shall mutually be agreed upon by such Holders), as nearly as practicablebased on the total number of Registrable Securities entitled to registration held by each Holder, to but in no event shall the respective amounts amount of securities which they had requested to of the Holders included in the offering be reduced below ten percent (10%) of the total amount of securities included in such registration at offering, unless such offering is the time initial public offering of filing the registration statementCompany, in which case the securities of the Holders can be excluded in their entirety; provided, however, that any such limitation or "cutback" shall be first applied to all shares proposed to be sold in such offering other than for the account of the Company which are not Registrable Securities. The Company shall advise all Holders of Registrable Securities which would otherwise be registered and second, among persons not contractually entitled to registration rights under this Agreementunderwritten pursuant hereto of any such limitations. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall not be withdrawn from included in such registration.

Underwriting. If a Financial Investor Holder delivering a Restricted Shelf Take-Down Notice or a Marketed Take-Down Notice intends to distribute the registration Registrable Securities in such Shelf Take-Down by means of which an underwritten offer, it shall so advise the Company gives notice is for and the Eligible Take-Down Holders in such Restricted Shelf Take-Down Notice or the Company in such Marketed Take-Down Notice, as applicable (and, in the case of a registered public offering involving an underwritingMarketed Take-Down Notice, the Company shall so advise include such information in the holders of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant written notice referred to in Section 3.1.15.2(d)(iii)(A)). In such event event, the right of any holder of Registrable Securities subject Shelf Holder to registration participate in such Shelf Take-Down pursuant to this Section 3.1 5.2(d) shall be conditioned upon such holder's Shelf Holder’s participation in such underwriting and the inclusion of such holder's Shelf Holder’s Registrable Securities in the underwriting to the extent provided herein. All The Sponsors (and if the Financial Investor Holder initiating such offering is an Blue Spectrum Holder or a GIC Holder, such 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 the Restricted Take-Down Selling Holders include at least one member of such Sponsor’s Sponsor Investor Group. 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 stockholders distributing their securities Registrable Securities through such underwriting) , enter into an underwriting agreement in customary form with a nationally recognized such underwriter selected for or underwriters, and each Shelf Holder participating in such underwriting by the Company (the "Underwriter")shall perform its obligations under such underwriting agreement. Notwithstanding any other provision of this Section 3.15.2(d), if the Underwriter determines underwriter or underwriters shall advise the Company and the Financial Investor Holders participating in such Shelf Take-Down that marketing factors (including an adverse effect on the per share offering price) require a limitation on of the number of shares Shares to be underwritten, then the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationShelf Holders participating in such Shelf Take-Down pursuant to this Section 5.2(d), and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following prioritymanner: first, among all holders the Shelf Holders participating in such Shelf Take-Down on a pro rata basis based on the total number of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in held by such registration at the time of filing the registration statementHolders, and second, among persons not contractually entitled to registration rights under this Agreement. If any Preferred Holder Third Party Shelf Holders that are exercising a contractual or other stockholder disapproves right to dispose of the terms of any Shares in such underwriting, such holder may elect to withdraw therefrom by written notice to underwriting thereof and the Company and on a pro rata basis based on the Underwritertotal number of Shares held by such Third Party Shelf Holders or proposed to be offered by the Company. Any No Registrable Securities or other securities Shares excluded or withdrawn from such the underwriting by reason of the underwriter’s marketing limitation shall be withdrawn from included in such 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 of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1. In such event the The right of any holder of Registrable Securities subject such Holder to be included in a registration pursuant to this Section 3.1 2.6 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for such underwriting by the Company (the "Underwriter")Parent. Notwithstanding any other provision of this Section 3.1the Agreement, if the Underwriter underwriter determines in good faith that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter number of shares that may (subject be included in the underwriting shall be allocated, first, to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise Parent; second, to all holders of securities requesting registration, and Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of shares Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities that are entitled being offered by Parent for its own account to be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreementunderwriting. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder Holder may elect to withdraw therefrom by written notice to the Company Parent and the Underwriterunderwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such registrationHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.13.2(a). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 3.2 shall be conditioned upon such holder's 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 of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.13.2, if the Underwriter managing underwriter or the Company determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter managing underwriter may (subject limit the Registrable Securities and other securities to be distributed through such underwriting. If the allocation priority set forth below) exclude Company or underwriter limits the number of Registrable Securities from such registration and underwriting any or all of the but does not exclude such Registrable Securities which would otherwise be underwritten pursuant hereto. The entirely, the Company shall so advise all holders Holders distributing their securities through such underwriting of securities requesting registration, such limitation and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities Holders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in Registrable Securities held by such registration Holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, and second, among persons not contractually entitled the Company may round the number of shares allocated to registration rights under this Agreementany Holder to the nearest 100 shares. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder Holder may elect to withdraw therefrom by written notice to the Company and the Underwritermanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. In no event, shall the shares of Registrable Securities to be included in the offering pursuant to this Section 3.2 be reduced below twenty-five percent (25%) of the total amount of securities included in such offering.

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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.11.3(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 1.3 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (Company, but subject to the "Underwriter")reasonable approval of Holders holding more than a majority of the Registrable Securities to be included in such registration. Notwithstanding any other provision of this Section 3.11.3, if the Underwriter managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter managing underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of limit the Registrable Securities which would otherwise to be underwritten pursuant heretoincluded in such registration. The Company shall so advise all Holders and other holders of distributing their securities requesting registration, through such underwriting and the number of shares of securities that are entitled to may be included in the registration and underwriting by persons (other than on behalf of the Company Company) shall be allocated in the following priority: first, among all Holders and such other holders of Registrable Securities (provided that such other holders have contractual rights to participate in such registration in accordance with Sections 1.3(c) or 1.5 hereof which are not subordinate to the Holders) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or other securities which they had requested to be included in such registration at by such Holders and such other holders; provided, however, in no event shall the time amount of filing Registrable Securities of the Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the Holders may be excluded entirely if the underwriters make the determination described above or the Holders holding a majority of the Registrable Securities consent in writing to such a reduction; provided that in each such case, no shares held by any Holder shall be so excluded from such registration statement, and second, among persons not contractually entitled until all shares proposed to be registered by the Founders or other parties granted registration rights under this Agreementpursuant to Section 1.3(c) hereof are excluded from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares. If any Preferred Holder or other stockholder holder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwritermanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be 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 the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.11.3(A)(1). In such event event, the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 1.3 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holder's Registrable Securities Common Stock, in the underwriting case of a Company offering of Common Stock, or Registrable Exchangeable Shares, in the case of an Exchangeco offering of Exchangeable Shares, to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company or Exchangeco, as the case may be, and the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (or Exchangeco, as the "Underwriter")case may be; provided, however, that no Holder participating in such underwriting shall be required to make any representation or warranty except with respect to such Holder and its intended method of distribution, and that the liability of such Holder shall be limited to an amount equal to the net proceeds from such underwriting received by such Holder. Notwithstanding any other provision of this Section 3.1Agreement, if the Underwriter determines managing underwriter advises the Company or Exchangeco, as the case may be, that marketing factors require a limitation on of the number of shares to be underwritten, then the Underwriter underwriter may (subject to the allocation priority set forth below) exclude some or all Registrable Securities from such registration and underwriting underwriting; provided, however, that, subject to the next sentence, any such limitation or "cutback" shall be (i) first applied to all shares proposed to be sold in such offering (other than for the account of the Company or Exchangeco, as the case may be), which are not Registrable Securities or Philips Registrable Securities; (ii) then applied to the Registrable Securities which would otherwise of Holders and Philips Registrable Securities, if applicable. In the event that the number of shares of Registrable Securities and Philips Registrable Securities, if applicable, to be underwritten included in a registration shall be limited pursuant hereto. The to the foregoing, the Company or Exchangeco, as the case may be, shall so advise all holders of securities requesting registrationHolders and Philips, if applicable, and the number of shares of securities Registrable Securities and Philips Registrable Securities, if applicable, that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities Holders and Philips, if applicable, in proportion, as nearly as practicable, to the respective amounts of securities which they had Registrable Securities and Philips Registrable Securities, if applicable, requested to be included. Notwithstanding the preceding sentence, if such registration is a Philips Demand Registration, no Philips Registrable Securities shall be excluded from such registration pursuant to any underwriter limitation or cutback unless and until all Registrable Securities have been so excluded from such registration. No Registrable Securities excluded from the underwriting by reason of the underwriters marketing limitation shall be included in such registration at registration. To facilitate the time allocation of filing shares in accordance with the registration statementabove provisions, and secondthe Company or Exchangeco, among persons not contractually entitled as the case may be, or the underwriters may round the number of shares allocated to registration rights under this Agreementany Holder to the nearest one hundred (100) shares. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder it may elect to withdraw therefrom by written notice to the Company or Exchangeco, as the case may be, and the Underwritermanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred and twenty (120) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. 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 then imposed by the underwriter), then the Company or Exchangeco, as the case may be, shall offer to all Holders, if any, whose shares have been excluded from the registration by the terms of this Section 1.3(B), the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 1.3(B) up to the limitation then imposed by the underwriter.

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 Holders and Founders as part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.11.3(a)(i). In such event the right of any holder of Registrable Securities subject Holder or Founder to registration pursuant to this Section 3.1 shall 1.3 will be conditioned upon such holder's participation in such underwriting and the inclusion of all or part of such holder's Holder’s Registrable Securities or such Founder’s Founders Stock, as the case may be, in the underwriting to the extent provided hereinin this Agreement. All holders of Registrable Securities Holders and Founders proposing to distribute their securities through such the underwriting shall will (together with the Company and the other stockholders distributing their securities through such the underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter or underwriters selected for underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.11.3, if the Underwriter determines managing underwriter advises the Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter underwriter may (subject to the allocation priority limitations set forth below) ), in the case of the Company IPO only, exclude all Registrable Securities and Founders Stock from such the registration and underwriting, or, in all other cases, limit the number of Registrable Securities and Founders Stock to be included in the TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and on a pro rata basis based on the number of shares Registrable Securities requested to be registered by each Holder and Founder, provided: (i) that no such limitation will be made with respect to Registrable Securities being offered by Holders who have requested the Company to register such Registrable Securities pursuant to a mandatory registration obligation of the Company in Section 1.2 or one similar thereto; (ii) that no securities held by persons that are entitled not Holders will be included in the registration and underwriting; (iii) no Registrable Securities shall be excluded until all securities held by the Founders have been excluded; and (iv) after the Company IPO, such limitation will not reduce the number of Registrable Securities to be included in the registration and underwriting by persons other to less than 25 percent of the Company shall securities proposed to be allocated included in the following priority: first, among all registration and underwriting unless this requirement is waived by the holders of a majority of the Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested otherwise to be included in such registration at the time of filing registration. The Company will advise all Holders and Founders participating in the registration statementof any such limitation, and second, among persons not contractually entitled to registration rights under this Agreementthe number of shares of Registrable Securities or Founders Stock that may be included in the registration. If any Preferred Holder or other stockholder Founder disapproves of the terms of any such underwriting, such holder Holder or Founder may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any The Registrable Securities or other securities excluded or Founders Stock so withdrawn from such underwriting shall also will be withdrawn from registration. If any shares are so withdrawn and if the number of Registrable Securities or Founders Stock to be included in such registrationregistration previously was reduced as a result of marketing factors, then the Company shall offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion as provided above. The Company, in its sole discretion, for any reason, may abandon or postpone a proposed registration otherwise subject to this Section 1.3 or withdraw the registration statement, without liability to any Holder or Founder.

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 of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1Holders. In such event event, the right of any holder of Registrable Securities subject such Holder to be included in a registration pursuant to this Section 3.1 2.2 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities 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 stockholders distributing their securities through such underwriting) enter into Holder's behalf an underwriting agreement in customary form with a nationally recognized 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 (the "Underwriter")shall have no obligation to include such Registrable Securities in such registration. Notwithstanding any other provision of this Section 3.1the Agreement, if the Underwriter underwriter determines in good faith that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares that may be included in the underwriting shall be allocated as follows: first, to the 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 that are entitled being offered by the Company for its own account to be included in the registration and underwriting by persons underwriting. In no event will shares of any other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to selling stockholder be included in such registration at which would reduce the time number of filing shares which may be included by Holders without the registration statement, and second, among persons written consent of Holders of not contractually entitled to registration rights under this Agreement. If any Preferred Holder or other stockholder disapproves less than two-thirds (66 2/3%) 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 proposed to be withdrawn from such registrationsold in the offering.

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 Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1. In such event the right of any holder of Registrable Securities subject to registration its request made pursuant to this Section 3.1 2.2. In such event, the right of the Selling Shareholders to include their Registrable Securities in such registration 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 of Registrable Securities proposing If the Requestor proposes to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their its securities through such underwriting) , each Selling Shareholder shall enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter or underwriters selected for such underwriting by the Company (and the "Underwriter")Requestor. Notwithstanding any other provision of this Section 3.12.2, if the Underwriter determines underwriter(s) advise(s) the Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, underwritten then the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationthe Selling Shareholders, and the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares of securities that are entitled to may be included in the registration and the underwriting by persons other than the Company shall be allocated in the following priority: allocated, first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statementRequestor, and second, among persons not contractually entitled to registration rights under this Agreementthe 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 any Preferred Holder or other stockholder a Selling Shareholder disapproves of the terms of any such underwriting, such holder the Selling Shareholder may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall be withdrawn from such 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 Registrable Securities AS A PART OF THE WRITTEN NOTICE given their request made pursuant to Section 3.1.17.2 and the Company shall include such information in the written notice referred to in Section 7.2(a)(i) above. In such event the The right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 7.2 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. All holders A Holder may elect to include in such underwriting all or a part of the Registrable Securities proposing held by such Holder. If Other Stockholders shall request inclusion in any registration pursuant to distribute Section 7.2, the Holders shall offer to include the securities of such Other Stockholders in the underwriting and may condition such offer on their securities through such underwriting acceptance together with the Holders so participating of the further applicable provisions of this Agreement. The Company shall (together with the Company all Holders and the other stockholders distributing Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or representative of the underwriters selected for such underwriting by a majority in interest of the Company (Holders and reasonably acceptable to the "Underwriter")Company. Notwithstanding any other provision of this Section 3.17.2, if the Underwriter determines underwriters advise the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or Holders shall so advise all of the Registrable Securities which Other Stockholders whose securities would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of Registrable Securities and other securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: firstmanner. The securities of the Company held by Other Stockholders (other than Registrable Securities) shall be excluded from such registration and underwriting to the extent required by such limitation and if a limitation of the number of shares is still required, among all holders the number of shares of Registrable Securities that may be included in the registration shall be allocated among all such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in such registration at the time of filing the registration statement. 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. In the event that the number of shares of Registrable Securities of any Holder to be included in any registration is reduced below 50% of the shares requested to be included in such registration as a result of allocations pursuant to this Section 7.2(b), and second, among persons then such registration shall not contractually entitled to be deemed a registration rights under this Agreementfor purposes of Section 7.2(a)(ii). If any Preferred Holder of Registrable Securities or other stockholder Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such holder person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the UnderwriterHolders. Any Registrable Securities or other The securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration.

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 Registrable Securities AS A PART OF THE WRITTEN NOTICE given its request made pursuant to this Section 3.1.13.1(a) and the Company shall include such information in the Request Notice. In such event event, the right of any holder of Holder to include its Registrable Securities subject to in such registration pursuant to this Section 3.1 shall be conditioned upon such holder's Holder’s participation in such underwriting and the inclusion of such holder's Holder’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 of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter or underwriters selected for such underwriting by the Company (Holders representing a majority in voting power of the "Underwriter")Registrable Securities requested to be registered. Notwithstanding any other provision of this Section 3.1, if the Underwriter determines underwriter(s) advise(s) the Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or Company shall so advise all Holders of the Registrable Securities which would otherwise be registered and underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be reduced as required by the underwriter(s) and allocated in among the following priority: first, among all holders Holders of Registrable Securities in proportion, as nearly as practicable, on a pro rata basis according to the respective amounts number of securities which they had requested 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 time of filing the Investor to be included in such underwriting and registration statement, and second, among persons not contractually entitled to registration rights under this Agreementshall be so included. If any Preferred Holder or other stockholder the Investor disapproves of the terms of any such underwriting, such holder the Investor may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.13.5(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 3.5 shall be conditioned upon such holder's 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 of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.13.5, if the Underwriter managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter managing underwriter may (subject limit on a pro rata basis the number of Registrable Securities to the allocation priority set forth below) exclude be included in such registration and underwriting; provided that there shall first be excluded from such registration all (i) securities sought to be included therein by shareholders exercising any contractual or incidental registration rights subordinate and underwriting junior to the rights of the Holders of Registrable Securities, and (ii) all Founder Registrable Securities. No such reduction shall reduce the amount of securities of the selling Holders (other than Founder Registrable Securities) included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration. Notwithstanding the foregoing, if such offering is the IPO, any or all of the Registrable Securities which would otherwise of the Holders may be underwritten pursuant heretoexcluded in accordance with this Section 3.5(b), provided that any and all securities of the Company to be sold by other selling shareholders are also excluded. The Company shall so advise all Holders and other holders of distributing their securities requesting registration, through such underwriting and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities the Holders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in Registrable Securities held by such registration Holder at the time of filing the registration statementRegistration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and secondstockholders of such Holder, among 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 not contractually entitled 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 under owned by all entities and individuals included in such Holder, as defined in this Agreementsentence. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder may elect to withdraw Holder shall be excluded therefrom by written notice to the Company and Holder from the UnderwriterCompany. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn excluded 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 one hundred eighty (180) days in the event the registration is an IPO), or such other shorter period of time as the underwriters may require.

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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.11.3(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 1.3 shall be conditioned upon such holder's 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 of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (and approved by the "Underwriter")Holders of a majority of Registrable Securities proposed to be included in such registration. Notwithstanding any other provision of this Section 3.11.3, if the Underwriter managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter managing underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of limit the Registrable Securities which would otherwise to be underwritten pursuant heretoincluded in such registration. The Company shall so advise all Holders and other holders of distributing their securities requesting registration, through such underwriting and the number of shares of securities that are entitled to may be included in the registration and underwriting by persons (other than on behalf of the Company Company) shall be allocated in the following priority: first, among all participating Holders and such other holders of Registrable Securities (provided that such other holders have contractual rights to participate in such registration which are not subordinate to the Holders) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or other securities which they had requested to be included in such registration at by such Holders and such other holders; provided, however, in no event shall the time amount of filing Registrable Securities of the Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless (i) such offering is a Qualified IPO, in which case such Holders may be excluded entirely if the underwriters make the determination described above or the Holders of a majority of the Registrable Securities proposed to be included in the registration statementconsent in writing to such a reduction or (ii) such offering is subsequent to the initial public offering of the Company’s securities in which case the Registrable Securities to be included in such registration may not be limited to less than thirty percent (30%) of the total number of securities, and secondto be included in such registration; provided further, among persons however, the number of shares of Conversion Stock included in the registration shall not contractually entitled be reduced unless there are first excluded all other securities (including Common Stock held by the Founders) proposed to be included in the registration rights under this Agreement(other than securities registered for the account of the Company). To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder Holder may elect to withdraw therefrom by written notice to the Company and the Underwritermanaging underwriter. Any Registrable Securities or other Except as set forth in Section 1.11, 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 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 the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders Holders as part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.14.3(a)(i). In such event event, the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 4.3 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company Company, directors and officers and the other stockholders Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.14.3, if the Underwriter underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: firstmanner. The number of shares that may be included in the registration and underwriting on behalf of such Holders, directors and officers and Other Shareholders shall be allocated among all holders of Registrable Securities such Holders, directors and officers and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreement. If any Preferred Holder of Registrable Securities or other stockholder any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such holder it, he or she may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.15.2(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 5.2 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Piggyback Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.15.2, if the Underwriter managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter managing underwriter and the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of reduce the Registrable Securities which would otherwise to be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationincluded in such registration to the extent the underwriters deem necessary; provided, and however, that any Registrable Securities held by the number of shares of securities that are entitled Piggyback Holders proposed to be included in the registration and underwriting shall be reduced to zero prior to any reductions with respect to Registrable Securities held by persons any other than Holders. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the Company number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated in the following priority: first, among all holders of Registrable Securities the Holders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in Registrable Securities held by such registration Holder at the time of filing the registration statementRegistration Statement. To facilitate the allocation of shares in accordance with the above provisions, and second, among persons not contractually entitled the Company may round the number of shares allocated to registration rights under this Agreementany Holder or holder to the nearest 100 shares. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwritermanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 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 the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.12.5(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 2.5 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (Company. If the "Underwriter"). Notwithstanding any other provision of this Section 3.1, if the Underwriter managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter underwriter may (subject to the allocation priority set forth below) exclude some or all Registrable Securities from such registration and underwriting any or all of and then the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders Holders of securities requesting registration, Registrable Securities who have elected to participate in such offering and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities Holders thereof in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in Registrable Securities held by such registration Holders at the time of filing the registration statementstatement but the foregoing shall not be interpreted to require any cutback in the number of shares to be sold by the Company in such an offering. Notwithstanding the above, and secondin the event of an offering other than the Company's initial public offering, among persons the number of Registrable Securities included in such offering shall not contractually entitled be reduced to registration rights under this Agreementless than 20% of the shares to be offered in such offering. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder person may elect to withdraw therefrom by written notice to the Company and the Underwritermanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 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 then imposed by the underwriters), then the Company shall offer to all Holders, if any, whose shares have been excluded from the registration by the terms of this paragraph, the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section up to the limitation then imposed by the Underwriters.

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 Holders as part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.17.5(a)(i). In such event event, the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 7.5 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company Company, directors and officers and the other stockholders Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.17.5, if the Underwriter underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following prioritymanner: firstThe number of shares that may be included in the registration and underwriting on behalf of such Holders, directors and officers and Other Shareholders shall be allocated among all holders of Registrable Securities such Holders, directors and officers and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in held by such registration persons at the time of filing the registration statement, provided, however, that the underwriter's limitation shall not apply to Holders unless it also applies in the same proportion to the Company's other Shareholders. In addition, the Company hereby covenants and second, among persons agrees not contractually entitled to grant registration rights under this Agreementsimilar to those contained in Section 7.5 to any other party that will provide such party with preferential terms and conditions with respect to underwriters' limitations. If any Preferred Holder of Registrable Securities or other stockholder any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such holder party may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.11.3(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 1.3 shall be conditioned upon such holder's Holder’s participation in such underwriting and the inclusion of such holder's Holder’s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.11.3, if the Underwriter underwriter (or managing underwriter on behalf of all of the underwriters) determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter underwriter (or managing underwriter on behalf of all of the underwriters) may (subject to the allocation priority set forth below) exclude some or all Registrable Securities from such registration and underwriting underwriting; provided, however, that (i) all such Registrable Securities held by the Founders shall be excluded before any or all of Registrable Securities held by any other Holder are excluded, (ii) in any such registered public offering other than the IPO, the Registrable Securities which would otherwise included in any such registration shall not be underwritten pursuant heretoreduced to less than thirty percent (30%) of the total shares to be registered in such registered public offering, (iii) if such registered offering is the IPO, the Registrable Securities included in such registration may be reduced to zero. The Company shall so advise all holders Holders (except those Holders who have indicated to the Company their decision not to distribute any of securities requesting registrationtheir Registrable Securities through such underwriting), and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities such Holders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in Registrable Securities owned by such registration Holders at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder person may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any The Registrable Securities or and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.1subsection 1.3(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 subsection 1.3 shall be conditioned upon such holder's Holder’s participation in such underwriting and the inclusion of such holder's Holder’s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.1subsection 1.3, if the Underwriter underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, and (i) if such registration is the Underwriter IPO, the underwriter may (subject limit the number of Registrable Securities to be included in the allocation priority set forth below) registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting any underwriting; provided that no other securities are registered and sold in the IPO other than those securities registered and sold by the Company, or all of (ii) if such registration is other than the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders IPO, the underwriter may limit the amount of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other the Company’s shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.3(b)(ii) shall not be reduced to less than twenty five percent (25%) of the Company shall be aggregate securities included in such registration, allocated in the following priorityas follows: (i) first, among the Holders of all holders Registrable Securities consisting of, or issued with respect to or in any exchange for or in replacement of, Series D Preferred Stock and/or Series E Preferred Stock, which are requested to be registered under this Section 1, reduced, if necessary, in proportion to the respective amount of such Registrable Securities held by such Holders and (ii) second, among the Holders of all other Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested Registrable Securities held by such Holders; and provided, further, that the number of shares of Registrable Securities, other than Common Shares, to be included in such registration at underwriting shall not be reduced until all other securities, including the time Common Shares, are first entirely excluded from the underwriting. The Company shall so advise all Holders of filing Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration statementand underwriting shall be allocated first, and to the Company; second, among persons not contractually entitled the Holders requesting registration in proportion, as nearly as practicable, to registration rights under this Agreementthe respective amounts of Registrable Securities held by each of such Holders as of the date of the notice pursuant to subsection 1.3(a)(i) above; and third, among the other Holders on a pro rata basis. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. 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 Partnership as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE given their request made pursuant to Section 3.1.12 and the Partnership shall include such information in the written notice referred to in Section 2(a)(1) above. In such event A majority-in-interest of the Initiating Holders shall have the right to select the lead investment banker and manager, and any co-managers (all of which shall be nationally recognized firms), to administer the offering, subject to the Partnership’s approval which will not be unreasonably withheld or delayed. The right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 2 shall be conditioned upon such holder's Holder’s participation in such underwriting and the inclusion of such holder's 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 holders If Holders or Other Partners shall request inclusion in any registration to be effected pursuant to this Section 2, the Initiating Holders shall offer to include the securities of Registrable Securities proposing to distribute such Holders and Other Partners in the underwriting and may condition such offer on their securities through such underwriting acceptance of the further applicable provisions of this Agreement. The Partnership shall (together with the Company all Holders and the other stockholders distributing Other Partners proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for underwriting by the Company (the "Underwriter")such underwriting. Notwithstanding any other provision of this Section 3.12, if the Underwriter determines managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may securities being sold for the account of the Partnership and the securities of the Partnership (subject to other than Registrable Securities) held by the allocation priority set forth below) exclude Other Partners shall be excluded from such registration to the extent so required by such limitation, and underwriting any or all if a further limitation of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company number of shares is required, the Initiating Holders shall so advise all holders Holders of securities Registrable Securities requesting registrationregistration pursuant to this Section 2, and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities such Holders (including the Initiating Holders) in proportion, as nearly as practicable, to the respective amounts of securities Registrable Securities which they had requested to be included in such registration at registration. No Registrable Securities or any other securities excluded from the time underwriting by reason of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreementunderwriter’s marketing limitation shall be included in such registration. If any Preferred Holder or other stockholder Other Partner who has requested inclusion in such registration disapproves of the terms of any such the underwriting, such holder person may elect to withdraw therefrom by written notice to the Company Partnership, the managing underwriter and the UnderwriterInitiating Holders. Any Registrable Securities or other The securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registrationregistration unless otherwise agreed in accordance with the last sentence of the first paragraph of this Section 2(b).

Underwriting. If the registration Majority Participating Holders intend to distrib ute 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 Registrable Securities AS A PART OF THE WRITTEN NOTICE given their request made pursuant to Section 3.1.12(a) and the Company shall include such information in the written notice referred to in subsection 2(a)(i). In such event the The right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 2 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder'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 of Registrable Securities proposing to distribute their securities through such underwriting The Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for such underwriting by a majority in interest of the Company (Holders participating in such registration, provided, however, that the "Underwriter")managing underwriter shall be approved by the Company, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this Section 3.12, if the Underwriter determines underwriter advises the Majority Participating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company Majority Participating Holders shall so advise all holders Holders of securities requesting registrationRegistrable Securities who have elected to participate in such offering, and the number of shares of securities Registrable Securi ties that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities such Holders thereof in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in Registrable Securities held by such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this AgreementHolders. If any Preferred Holder or other stockholder of Registrable Securities disapproves of the terms of any such the underwriting, such holder he may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the UnderwriterMajority Participating Holders. Any Registrable Securities or other securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be withdrawn from 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 employees and other holders, at the Company's sole discretion) in such registration if the underwriter 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 by the underwriter.

Underwriting. If If, pursuant to Section 1.4(a), 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 part of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1. In such event the right of any holder of Registrable Securities subject to registration pursuant to this Section 3.1 shall be conditioned upon such holder's participation in such underwriting their request, and the inclusion of Company shall include such holder's Registrable Securities information in the underwriting written notice sent to the extent provided hereinall other Holders. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. Unless otherwise agreed by such underwriters and the Company, no person may participate in any registration under this Agreement that is underwritten unless such person (i) agrees to sell such person’s securities on the basis provided in the proposed underwriting arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other stockholders distributing their securities through documents required under the terms of such underwriting) enter into an underwriting agreement in customary form with a nationally recognized underwriter selected for underwriting by arrangements; provided that no Holder shall be required to make any representations or warranties to the Company (or the "Underwriter")underwriters other than representations and warranties regarding such Holder and such Holder’s intended method of distribution. Notwithstanding any other provision of this Section 3.11.4, if the Underwriter determines representative of the underwriters advises in writing that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or Company shall so advise all Holders of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationto this Agreement, and the number of shares of securities Registrable Securities that are entitled may be included in the underwriting shall be allocated among all Holders in proportion (as nearly as practicable) to the number of Registrable Securities requested by such Holders or in such other proportions as shall be mutually agreed in writing by all such Holders to be included in the registration and underwriting by persons other than registration; provided, however, that the Company shall be allocated in the following priority: first, among all holders number of shares of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such underwriting and registration at the time of filing the registration statement, and second, among persons shall not contractually entitled to registration rights under this Agreement. If any Preferred Holder or other stockholder disapproves be reduced unless all securities of the terms of any such underwriting, such holder may elect Company (whether to withdraw therefrom be sold by written notice to the Company and the Underwriter. Any or by stockholders who are not Holders) that are not Registrable Securities or other securities are first entirely excluded or withdrawn from such the underwriting shall be withdrawn from such and 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 Holders and Other Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.11.3(a)(i). In such event the right of any holder of Registrable Securities subject Holder and/or any Other Holder to registration pursuant to this Section 3.1 1.3 shall be conditioned upon such holderHolder's and/or Other Holder's participation in such underwriting and the inclusion of such holder's Registrable Securities their securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders and Other Holders proposing to distribute their securities through such underwriting shall (shall, together with the Company and the other stockholders distributing their securities through such underwriting) Company, enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.11.3, if the Underwriter managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter managing underwriter may (subject limit the securities to the allocation priority set forth below) exclude from be included in such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant heretoregistration. The Company shall so advise all holders of securities requesting registrationHolders and Other Holders, and the number of shares of securities that are entitled to may be included in the registration and underwriting by persons other than shall be allocated, FIRST, to the Company shall be allocated in (if the following priority: firstregistration has been initiated by the Company), SECOND, among all holders of Registrable Securities the participating Holders in proportion, as nearly as practicable, proportion to the respective amounts of securities which they had requested Registrable Securities held by such Holders at the time of filing of the registration statement, and, THIRD, among the Other Holders in proportion to the number of shares proposed to be included in such registration at by such Other Holders, provided that in no event shall the time number of filing Registrable Securities included in any such offering be reduced below 20% of the registration statement, and second, among persons not contractually entitled to registration rights under this Agreementtotal number of securities in the offering. If any Preferred Holder or other stockholder Other Holder disapproves of the terms of any such underwriting, such holder person may elect to withdraw therefrom by written notice to the Company and the Underwritermanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days with respect to the Company's initial public offering and 90 days otherwise after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require pursuant to Section 1.11 or to the extent that any entity or person participating in the offering is released, in whole or in part, from its "market standoff" agreement (in which event any time restriction of Purchaser will be released in a similar manner), and the Company shall use reasonable efforts to include in the related underwriting agreement language to reflect the foregoing provisions of this sentence.

Underwriting. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritinghereunder, the Company will enter into and perform its obligations under an underwriting agreement with the underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, customary provisions relating to indemnities and contribution and the provision of opinions of counsel and accountants' letters. If Registrable Securities are to be distributed by such underwriters on behalf of Holders, Holders shall, subject to Section 7(b), be a party to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall so advise also be made to and for the holders benefit of Holders. Notwithstanding the foregoing, Holders may elect, prior to the effective date of the registration statement filed in connection with such registration, not to register such Registrable Securities in connection with any registration. (b) If any registration pursuant to Section 4 hereof shall involve, in whole or in part, an underwritten offering, the Company may require Registrable Securities requested to be registered pursuant to Section 4 to be included in such underwriting on the same terms and conditions as shall be applicable to the securities being sold through underwriters under such registration. In such case, Holders shall be a party to any such underwriting agreement. Such agreement shall contain such representations and warranties by the Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnities and contribution. The representations and warranties in such underwriting agreement by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of Holders. (c) In any offering of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to a registration hereunder, Holders shall also enter into such agreements as may be customary in such transactions, including, among other provisions, such representations and warranties as Company or the underwriters of such offering may reasonably request (including, without limitation, such concerning Holders, the Registrable Securities, Holder's intended plan of distributions and any other information supplied by the Holders to Company for use in such registration statement), and customary provisions relating to indemnities and contribution. (d) It shall be a condition precedent of the Company's obligations under Section 3 and 4 of this Agreement to any Holder that such Holder furnish to the Company such information regarding the Holder, the Registrable Securities held by it and the distribution proposed by the Holder as the Company may reasonably request to effect any such registration and as are customarily provided by selling stockholders. (e) The Company shall have no obligation with respect to any registration requested pursuant to Section 3.1.1. In such event 3(a) or 3(b) hereof if, due to the right failure of any holder of Registrable Securities subject Holder or Holders to registration provide the information requested pursuant to this Section 3.1 shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized underwriter selected for underwriting by the Company (the "Underwriter"). Notwithstanding any other provision of this Section 3.17, if the Underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, or the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all anticipated aggregate offering price of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than does not equal or exceed the Company shall be allocated number of shares or the anticipated aggregate offering price required to originally trigger the Company's obligation to initiate such registration as specified in the following priority: first, among all holders of Registrable Securities in proportionSection 3(a) or 3(b), as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreement. If any Preferred Holder 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 registrationapplicable.

Underwriting. If Investor 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 Company as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1. In such event the right of any holder of Registrable Securities subject to registration its request made pursuant to this Section 3.1 shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein4.7. All holders of Registrable Securities proposing If Investor proposes to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their its securities through such underwriting) , it shall enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter or underwriters selected for such underwriting by Investor and reasonably acceptable to the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.14.7, if the Underwriter determines underwriter(s) advise(s) the Company in writing that marketing factors require a limitation on of the number of shares securities to be underwritten, then the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationInvestor, and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be reduced as required by the underwriter(s) and allocated in among the following priority: first, among all holders Holders of Registrable Securities in proportion, as nearly as practicable, on a pro rata basis according to the respective amounts number of securities which they had requested Registrable Securities then held by each Holder requesting registration (including Investor); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration at shall not be reduced unless all other securities are first entirely excluded from the time 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 filing any of the registration statement, and second, among persons not contractually entitled to registration rights under this AgreementGroup Companies. If any Preferred Holder or other stockholder Investor disapproves of the terms of any such underwriting, such holder Investor may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities or and/or other securities so excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such registrationHolder, 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, 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 “Holder,” as defined in this sentence.

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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.14(i)(A). In such event event, the right of any holder each of Registrable Securities subject the Holders to registration pursuant to this Section 3.1 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 holders of Registrable Securities proposing The Holders whose shares are to distribute their securities through be included in such underwriting registration shall (together with the Company TSII and the other stockholders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the representative of the underwriter or underwriters selected for underwriting by the Company (the "Underwriter")TSII. Notwithstanding any other provision of this Section 3.14, if the Underwriter representative determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter representative may (subject to the allocation priority set forth below) exclude from such limit the number of Registrable Securities to be included in the registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant heretounderwriting. The Company TSII shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following prioritymanner: firstThe securities of TSII held by officers, among all directors and Other Stockholders of TSII (other than securities held by holders of Registrable Securities in proportion, as nearly as practicable, who by contractual right initiated the demand for such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the respective amounts extent required by such limitation, and, if a limitation on the number of securities which they had requested to shares is still required, the number of shares that may be included in such registration at the time of filing the registration statementand underwriting by each of the Holders and Demanding Holders shall be reduced, and secondon a pro rata basis (based on the number of shares proposed to be sold by such Holder or Demanding Holder), among persons not contractually entitled by such minimum number of shares as is necessary to registration rights under this Agreementcomply with such limitation. If any Preferred Holder of the Holders or other stockholder Demanding Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom there from by written notice to the Company TSII and the Underwriterunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. If the a registration of statement under which the Company gives notice under this Section 4 of Schedule 2 is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the holders Holders of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1Securities. In such event event, the right of any holder of such Holder’s Registrable Securities subject to be included in a registration pursuant to this Section 3.1 4 of Schedule 2 shall be conditioned conditional upon such holder's Holder’s participation in such underwriting and the inclusion of such holder's Holder’s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter or underwriters selected for such underwriting (including a market stand-off agreement of up to 180 days if required by the Company (the "Underwriter"such underwriter or underwriters). Notwithstanding any other provision of this Section 3.14 of Schedule 2, if the Underwriter determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on of the number of shares to be underwritten, then the Underwriter managing underwriter(s) may exclude shares (subject including up to the allocation priority set forth below) exclude from such registration and underwriting any or all 70% of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationSecurities) from the registration and the underwriting, and the number of shares of securities that are entitled to may be included in the registration and the underwriting by persons other than the Company shall be allocated first to the Company and second to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the following priority: first, among all holders total number of Registrable Securities in proportionthen held by each such Holder; provided, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as nearly as practicable, to described above shall be restricted so that (i) the respective amounts number of securities which they had requested to be Registrable Securities included in any such registration at is not reduced below 30% of the time aggregate number of filing Registrable Securities for which inclusion has been requested and (ii) all shares that are not Registrable Securities and all shares held by any other Person, including any Person who is an employee, officer, consultant or director of the Company (or any Subsidiary of the Company), shall first be excluded entirely from such registration statement, and second, among persons not contractually entitled to registration rights under this Agreementunderwriting before any Registrable Securities are so excluded. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder Holder may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter(s), delivered at least ten Business Days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such registrationHolder, 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, 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 “Holder,” as defined in this sentence.

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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.12(b)(i)(1) above. In such event event, the right of any holder each of Registrable Securities subject the Holders to registration pursuant to this Section 3.1 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 holders of Registrable Securities proposing The Holders whose shares are to distribute their securities through be included in such underwriting registration shall (together with the Company and the other stockholders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized underwriter the representative of the Underwriter(s) selected for underwriting by the Company and complete and execute any questionnaires, indemnities, contribution and lock-up agreements, and other documents reasonably required under the terms of such underwriting agreement, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the registration statement; provided, however, that (i) the "Underwriter"Company shall use all reasonable efforts to cause such underwriting agreement to provide for indemnification or contribution obligations on the part of the Holders that are not materially greater than the obligations of the Holders under Section (f)(ii), (ii) the obligation of the Holders to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among the Holders selling Registrable Securities in such Registration, and the liability of each such Holder will be in proportion thereto, and (iii) no Holder shall be required to make any representations or warranties other than the Required Representations, or provide any indemnity other than the Required Indemnity, in connection with any such Registration. Notwithstanding any other provision of this Section 3.12(b), if the Underwriter representative determines in good faith that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following prioritymanner: first, among all holders to the Company with respect to sales for its own account; second, pro rata to the Holders and the Other Stockholders who by contractual right demanded such registration (“Demanding Stockholders”) based on the respective number of securities then held by the Holders and Demanding Stockholders that are requested to be covered by such registration; and third, pro rata to officers, directors and Other Stockholders of the Company (other than Demanding Stockholders) based on the number of securities of the Company then held by such officers, directors and Other Stockholders; provided, however, that (A) until the Equity Threshold Date, in no event shall the amount of Registrable Securities of the selling Holders included in proportion, as nearly as practicable, to the respective amounts registration be reduced below fifty percent (50%) of the total amount of securities which they had requested to be included in such registration at by all other selling stockholders and (B) on or after the time Equity Threshold Date, in no event shall the amount of filing Registrable Securities of the selling Holders included in the registration statement, and second, among persons not contractually entitled to registration rights under this Agreementbe reduced below twenty-five percent (25%) of the total amount of securities included in such registration. If any Preferred Holder of the Holders or other stockholder any officer, director or Other Stockholder disapproves of the terms of any such underwriting, such holder he, she or it 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 registrationunderwriter, delivered at least five (5) business days prior to the effective date of the registration statement.

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 of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1. In such event the The right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 1.2(a) shall be conditioned upon such holder's Holder’s participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided hereinarrangements required by this Section 1.2(b). All holders of Registrable Securities The Company and all Holders proposing to distribute their securities through in the underwritten registration shall, upon request by the managing underwriter selected for such underwriting by the Initiating Holders which managing underwriter shall (together with be reasonably acceptable to the Company and the other stockholders distributing their securities through such underwriting) Company), enter into an underwriting agreement in customary form with a nationally recognized to managing underwriter selected for underwriting by in connection with the Company (the "Underwriter")offering. Notwithstanding any other provision of this Section 3.11.2, if the Underwriter determines managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationHolders who have requested to participate in such offering, and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities such Holders thereof in proportion, as nearly as practicable, to the respective amounts of securities which they had Registrable Securities requested by such Holders to be included in such registration at in the time priority listed below, up to the aggregate maximum number of filing shares that, in the registration statementview of such managing underwriter, can be included: (i) first, all Registrable Securities requested to be registered by any Holders; and (ii) second, among persons not contractually entitled any Common Stock proposed to registration rights under this Agreementbe registered by the Company and any Common Stock proposed to be registered by other holders. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Preferred Holder or other stockholder disapproves of the terms of any such the underwriting, such holder Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the UnderwriterInitiating Holders. Any The Registrable Securities or other securities excluded or so withdrawn from such underwriting 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; 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 and manner used in determining the underwriter limitation in this Section 1.2(b).

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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.11.6(a)(i). In such event event, the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 1.6 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (or by the "Underwriter"holders who have demanded such registration). Notwithstanding any other provision of this Section 3.11.6, if the Underwriter managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter managing underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of limit the Registrable Securities which would otherwise to be underwritten pursuant heretoincluded in such registration to a minimum of 30% of the total shares to be included in such underwriting or exclude them entirely in the case of the Company's initial public offering. The Company shall so advise all Holders and the other holders of distributing their securities requesting registrationthrough such underwriting pursuant to piggyback registration rights similar to this Section 1.6, and the number of shares of Registrable Securities and other securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities Holders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in Registrable Securities held by such registration Holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, and second, among persons not contractually entitled the Company or the underwriters may round the number of shares allocated to registration rights under this Agreementany Holder or other holder to the nearest 100 shares. If any Preferred Holder or other stockholder holder disapproves of the terms of any such underwriting, such holder he or she may elect to withdraw therefrom by written notice to the Company and the Underwritermanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days 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 one hundred twenty (120) 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 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.14.3(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 4.3 shall be conditioned upon such holder's Holder’s participation in such underwriting and the inclusion of such holder's Holder’s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities Registrable Securities through such underwriting shall (shall, together with the Company and the other stockholders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.14.3, if the Underwriter underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter underwriter may (limit the number of Registrable Securities to be included in the registration and underwriting, subject to the allocation priority set forth below) exclude from such registration and underwriting any or all terms of the Registrable Securities which would otherwise be underwritten pursuant heretothis Section 4.3. The Company shall so advise all holders of the Company’s securities requesting registrationthat would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration and underwriting shall be allocated first, (x) in the case of a Company Registration, to the Company, or (y) in the case of a Demand Registration, the Initiating Holder thereof and such other Third Party Holders contractually entitled to priority with such Initiating Holder distributing their securities that are through such underwriting on a pro rata basis based on the total number of Registrable Securities held by such Initiating Holder and such Third Party Holders distributing their securities through such underwriting, and second, (1) in the case of a Company Registration, to the Holders and the Third Party Holders distributing their securities through such underwriting on a pro rata basis based on the total number of Registrable Securities held by such Holders and Third Party Holders distributing their securities through such underwriting, or (2) in the case of a Demand Registration, the Holders and such other Third Party Holders not contractually entitled to priority with the Initiating Holder distributing their securities through such underwriting on a pro rata basis based on the total number of Registrable Securities held by such Initiating Holder and such Third Party Holders distributing their securities through such underwriting. With respect to a Company Registration, no such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting. No securities excluded from the underwriting by persons other than reason of the Company underwriter’s marketing limitation shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at registration. For the time avoidance of filing doubt, nothing in this Section 4.3(b) is intended to diminish the registration statement, and second, among persons not contractually entitled number of securities to registration rights under this Agreement. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom be included by written notice to the Company and in the Underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationunderwriting.

Underwriting. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingunder Section 2, the Company shall so advise will enter into and perform its obligations under an underwriting agreement with the holders underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, customary provisions relating to indemnities and contribution and the provision of opinions of counsel and accountants' comfort letters. If Registrable Securities AS A PART OF THE WRITTEN NOTICE given are to be distributed by such underwriters on behalf of any Holder, such Holder shall also be a party to any such underwriting agreement. (b) If any registration pursuant to Section 3.1.1. In such event 4 shall involve an underwritten offering, the right of any holder of Company may require Registrable Securities subject requested to registration be registered pursuant to this Section 3.1 shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized underwriter selected for underwriting by the Company (the "Underwriter"). Notwithstanding any other provision of this Section 3.1, if the Underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested 4 to be included in such underwriting on the same terms and conditions as shall be applicable to the securities being sold through underwriters under such registration. In such case, each Holder requesting registration at shall be a party to any such underwriting agreement. Such agreement shall contain such representations and warranties by the time Holders requesting registration and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnities and contribution. (c) In any offering of filing the Registrable Securities pursuant to a registration statementhereunder, and secondeach Holder requesting registration shall also enter into such additional or other agreements as may be customary in such transactions, which agreements may contain, among persons not contractually entitled to registration rights under this Agreement. If any Preferred Holder or other stockholder disapproves of the terms of any such underwritingprovisions, such holder representations and warranties as the Company or the underwriters of such offering may elect to withdraw therefrom reasonably request (including, without limitation, those concerning such Holder, its Registrable Securities, such Holder's intended plan of distribution and any other information supplied by written notice it to the Company for use in such registration statement), and the Underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationcustomary provisions relating to indemnities and contribution.

Underwriting. If In the registration of which event the Company gives provides the notice is for a registered public offering involving an underwritingdescribed in Section 7.5(a)(i), the Company shall so advise the holders of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1. In such event the right of any holder each of Registrable Securities subject the Holders to registration pursuant to this Section 3.1 7.5 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided hereintherein. All holders The Holders shall and it shall be a condition of Registrable their participation in any such registration and underwriting that any other shareholders distributing Securities proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) also enter into an underwriting agreement in customary form (including, without limitation, such indemnity and contribution provisions as the underwriter or underwriters customarily require) with a nationally recognized the underwriter or underwriters selected for underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.17.5, if the Underwriter determines managing underwriter or representative of the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities Securities requesting registration, and the number of shares of securities Securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following prioritymanner: first, among all the holders of Registrable the Securities in proportion, as nearly as practicablethat demanded such registration shall be entitled to register all of their shares, to the respective amounts extent permitted; and, second, the number of securities which they had requested to shares that may be included in such registration at the time of filing the registration statement, and second, among persons not underwriting by each of the Holders and the holders of Securities that are also contractually entitled to piggy-back upon such registration rights under this Agreementshall be reduced, on a pro rata basis (based on the total number of Common Stock equivalents owned by each), by such minimum number of shares as is necessary to comply with any limitations imposed by the underwriters upon the number of shares to be registered. If any Preferred Holder or other stockholder holder of Securities disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by promptly providing written notice to the Company and the Underwriterunderwriter; provided, however, that no holder may withdraw following the second business day preceding effectiveness of the registration statement. Any Registrable Securities or other securities Securities excluded in accordance with this Section 7.5(b) or withdrawn from such underwriting shall be withdrawn from such 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 each of the holders Stockholder Representatives as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.14(b)(i)(A) and, if applicable, (B). In such event event, the right of any holder each of Registrable Securities subject the Stockholders to registration pursuant to this Section 3.1 4(b) shall be conditioned upon such holder's Stockholder’s participation in such underwriting and the inclusion of such holder's Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing Each Stockholder whose shares are to distribute their securities through be included in such underwriting registration shall (together with the Company and the other stockholders Other Stockholders distributing their securities through such underwriting) agree to sell such Stockholder’s shares on the basis provided in any underwriting arrangements approved by the Company and complete and execute all questionnaires, power of attorney, indemnities and other documents required for such underwriting arrangements and enter into an underwriting agreement in customary form with a nationally recognized the representative of the underwriter or underwriters selected for underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.14(b), if the Underwriter underwriter representative determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter representative may (subject to the allocation priority set forth below) exclude from such registration and underwriting any some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to may be included in the registration and underwriting by persons other than each of the Stockholders and Other Stockholders shall be reduced, on a pro rata basis (based on the number of shares of the class to be registered held by such holders), by such minimum number of shares as is necessary to comply with such limitation. For the avoidance of doubt, none of the securities being registered by the Company for its own account shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreementexcluded. If any Preferred Holder of the Stockholders or other stockholder any officer, director or Other Stockholder disapproves of the terms of any such underwriting, such holder he or she may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such 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 Stockholders as part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.12.1(a)(i). In such event event, the right of any holder of Registrable Securities subject Stockholder to registration pursuant to this Section 3.1 2.1 shall be conditioned upon such holderStockholder's participation in such underwriting and the inclusion of such holderStockholder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, directors and officers of the Company and holders of securities of the other stockholders distributing Company who are entitled, by contract with the Company, to have securities included in such registration (the "Other Stockholders") who determine to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.12.1, if the Underwriter underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following prioritymanner: firstthe securities of the Company (other than Registrable Securities) held by officers or directors of the Company and by the Other Stockholders shall be excluded from such registration to the extent so required by such limitation and if limitation of the number of shares is still required, among the Company shall so advise all holders of Registrable Securities whose securities would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested Registrable Securities held by such persons at the time of the filing of the registration statement; provided, however, that, notwithstanding the foregoing or any other provision to the contrary set forth in this Agreement, (i) the right of the Stockholders to be included in any such registration at the time of filing and underwriting shall be subordinate to the registration statementrights of Cerberus Capital Management L.P., Blackacre Capital Management L.L.C., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. Bimbach, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (collectively, and secondtogether with their respective successors and assigns, the "Blackacre Parties") pursuant to any agreement among persons the Blackacre Parties and the Company in respect of the registration of any securities of the Company held by the Blackacre Parties, (ii) the Stockholders shall not contractually entitled have the right to be included in any registration rights under this Agreementrequested by any of the Blackacre Parties, and (iii) in the event that the underwriter shall determine to exclude from any registration some or all of the Registrable Securities as set forth above, the securities of the Stockholders shall be excluded prior to the exclusion of any securities held by the Blackacre Parties. If any Preferred Holder holder of Registrable Securities or other stockholder any officer, director or Other Stockholder disapproves of the terms of any such underwriting, such holder party may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.13(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 3 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein, including, without limitation, the agreement to any lock-up agreement required by the underwriter or underwriters selected for underwriting by the Company. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized underwriter selected such under writer, provided that such underwriting agreement shall not provide for underwriting by indemnification or contribution obligations on the Company (part of Holders greater than the "Underwriter")obligations of the Holders pursuant to Section 6. Notwithstanding any other provision of this Section 3.13, if the Underwriter underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested will cause to be included in such registration at to the time extent of filing such limitation on the registration statementnumber of shares to be underwritten, and first, the securities being sold by the Company, second, among persons not contractually entitled all securities proposed to be registered in such offering by the Company for the accounts of Other Shareholders if such securities must be included prior to the Registrable Securities to prevent a breach of any applicable registration rights under this Agreementagreement between the Company and such Other Shareholders, but only in such amount and to the extent required by such agreement and third, the Registrable Securities proposed to be registered in such offering by the Holders of such Registrable Securities and all such other securities proposed to be registered in such offering by the Company for the accounts of each Other Shareholder (not included in those securities to be registered pursuant to clause second above), pro rata among the Holders of such Registrable Securities and all such Other Shareholders on the basis of the number of securities requested to be included by such Holders and such Other Shareholders. If any Preferred Holder of Registrable Securities or other stockholder Other Shareholder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter no later than ten days prior to the expected effective date of the relevant registration statement. 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 then they shall so advise the holders Company as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE given their request made pursuant to Section 3.1.12(a). In such event the right of any holder of Registrable Securities subject to registration pursuant to this Section 3.1 shall be conditioned upon such holder's participation If Other Stockholders request inclusion in such underwriting and registration, then 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 shares are to be included in such registration and the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting Company shall (together with the Company and the other stockholders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the representative of the underwriter or underwriters selected for such underwriting by the Company (Initiating Holders and reasonably acceptable to the "Underwriter")Company. Notwithstanding any other provision of this Section 3.12(a), if the Underwriter determines representative advises the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to securities of the allocation priority set forth below) exclude Company held by Other Stockholders shall be excluded from such registration and underwriting any or all to the extent so required by such limitation. If, after the exclusion of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationsuch shares, and further reductions are still required, the number of shares of securities that are entitled to be included in the registration and by each Holder shall be reduced on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by persons other than reason of the Company underwriter's marketing limitation shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreementregistration. If any Preferred Holder or other stockholder Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such holder person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the UnderwriterInitiating Holders. Any The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities excluded to be underwritten, then the Company and officers and directors of the Company may include its or withdrawn from 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 shall will not thereby be withdrawn from such registrationlimited.

Underwriting. If The Initiating Holders shall distribute the registration Registrable Securities covered by their request by means of an underwriting (which underwriter shall be selected by the Company gives notice is for and reasonably acceptable to the Initiating Holders). If holders of Common Stock other than Registrable Securities who are entitled, by virtue of agreements with the Company, to have Common Stock included in such a registered public offering involving an underwritingregistration (the "Other Shareholders") request such inclusion, the Company shall so advise the holders securities of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1. In such event the right of any holder of Registrable Securities subject to registration pursuant to this Section 3.1 Other Shareholders shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities included in the underwriting subject to the extent provided hereinapplicable provisions of this Section 3. All holders of Registrable Securities proposing The Holders whose shares are to distribute their securities through be included in such underwriting registration and the Company shall (together with the Company and the other stockholders distributing all Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the representative of the underwriter or underwriters selected for such underwriting by the Company (and reasonably acceptable to the "Underwriter")Initiating Holders. Notwithstanding any other provision of this Section 3.13(b), if the Underwriter determines representative advises the Holders or the Company in writing that (i) marketing factors require a limitation on the number of shares to be underwrittenunderwritten or (ii) the inclusion of shares held by officers and directors of the Company in the offering could, in the representative's best judgment, materially reduce the offering price per share, then, in the case of 10 13 the preceding clause (i), the Underwriter may (subject Common Stock held by Other Shareholders shall be excluded from such underwriting to the allocation priority set forth below) exclude extent so required by such limitations and, in the case of the preceding clause (ii), the Common Stock held by officers and directors of the Company shall be excluded from such registration and underwriting any or all to the extent advised by the representative. If, after the exclusion of such shares, further reductions are required to meet the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and limitation on the number of shares to be underwritten as advised by the representative, the number of securities shares that are entitled to may be included in the registration and underwriting by persons other than each Holder requesting inclusion in the Company registration shall be allocated in reduced on a pro rata basis (based on the following priority: first, among all holders number of Registrable Securities in proportion, as nearly as practicable, to shares held at such time by the respective amounts Holders requesting inclusion in such registration) by such minimum number of securities which they had shares as is necessary to comply with such limitation. If any Other Shareholder who has requested to be included inclusion in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreement. If any Preferred Holder or other stockholder as provided above disapproves of the terms of any such the underwriting, such holder person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the UnderwriterInitiating Holders. 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 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. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall not be withdrawn from included in such 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to this Section 3.1.14.2(a) hereof. In such event event, the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 4.2 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.14.2, if the Underwriter underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter underwriter may (subject to the allocation priority set forth below) exclude some or all Registrable Securities from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant heretounderwriting. The Company shall so advise all holders Holders (except those Holders who have indicated to the Company their decision not to distribute any of securities requesting registrationtheir Registrable Securities through such underwriting ("Non-participating Holders")), and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities such Holders in proportion, as nearly as practicablepracticable on a pari passu basis, to the respective amounts of Company securities which they had requested to be included in owned by such registration Holders at the time of filing the registration statement; provided, -------- however, that all Registrable Securities proposed to be sold for the account of ------- the Non-participating Holders (or their transferees) shall be excluded from the registration and second, among persons not contractually entitled underwriting prior to registration rights under this Agreementany reduction in the number of Registrable Securities proposed to be sold for the account of other Holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder person may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any The Registrable Securities or and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such 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 above in determining the underwriter limitation.

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 Holders as part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the notice given pursuant to Section 3.1.12.5(e)(i). In such event event, the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 2(e) shall be conditioned upon such holderHolder's participation in such the underwriting arrangements required by this Section 2(e), and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting The Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally the managing underwriter of recognized underwriter national standing selected for such underwriting by the Company (and reasonably acceptable to a majority of the "Underwriter")Holders proposing to distribute their securities through such underwriting. Notwithstanding any other provision of this Section 3.12.5, if the Underwriter determines managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, Registrable Securities and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities Holders thereof in proportion, as nearly as practicable, to the respective amounts of securities which they had Registrable Securities requested by such Holders to be included in such registration at statement. No Registrable Securities excluded from the time underwriting by reason of filing the registration statementunderwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, and second, among persons not contractually entitled the Company or the underwriters may round the number of shares allocated to registration rights under this Agreementany Holder to the nearest 100 shares. If any Preferred Holder or other stockholder of Registrable Securities disapproves of the terms of any such the underwriting, such holder Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the UnderwriterInitiating Holders. Any The Registrable Securities or and/or other securities excluded or so withdrawn from such underwriting 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 is for a registered public offering involving an underwriting, the Company shall so advise the holders Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.12.3(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 2.3 shall be conditioned upon (i) the expected proceeds to the Company from the underwritten offering, less expenses including underwriters' commissions, attorneys' fees and expenses and printers' costs, among others, of at least $10,000,000; (ii) such holderHolder's participation in such underwriting and (iii) the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (shall, together with the Company and the other stockholders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.1Subsection 2.3, if the Underwriter underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter underwriter may (subject limit the number of Registrable Securities to be included in the allocation priority set forth below) registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting any or all subject to the terms of the Registrable Securities which would otherwise be underwritten pursuant heretothis paragraph. The Company shall so advise all holders of the Company's securities requesting registrationthat would otherwise be registered and underwritten pursuant hereto, and the number of shares of securities such securities, including Registrable Securities, that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following prioritymanner: firstshares, among all holders other than Registrable Securities, other securities carrying registration rights, and securities beneficially owned by any stockholder of Registrable Securities in proportionthe Company who beneficially owns more than 20% of the Shares outstanding at the time of filing the Registration Statement (each a "20% Owner"), as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration by stockholders shall be excluded, and, if a limitation on the number of shares is still required, the number of securities that may be included shall be allocated, first, among the holders of piggyback registration rights having PARI PASSU registration rights with those set forth herein (which holders shall be deemed to include any 20% Owner), if any, in proportion, as nearly as possible, to the respective amounts of such securities held by each such holder, at the time of filing the registration statementRegistration Statement. In the event of any underwriter cutback, any selling stockholder which is a Holder of Registrable Securities and which 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 foregoing persons shall be deemed to be a single "selling Holder", and second, among persons not contractually entitled any pro rata reduction with respect to such "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights under owned by all entities and individuals included in such "selling Holder", as defined in this Agreementsentence. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Preferred Holder or other stockholder disapproves of the terms of any such the underwriting, such holder it may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any The Registrable Securities or other securities excluded or so withdrawn from such underwriting shall also 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 Registrable Securities AS A PART OF THE WRITTEN NOTICE given their request made pursuant to Section 3.1.12.1 and the Company shall include such information in the written notice referred to in Subsection 2.1(a). In such event the The right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 2.1 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder'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 of Registrable Securities proposing to distribute their securities through such underwriting . (a) The Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute 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, provided, however, that the managing underwriter shall be of nationally recognized underwriter selected for underwriting standing and must be approved by the Company (the "Underwriter")Company, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this Section 3.12.2, if the Underwriter determines underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company Initiating Holders shall so advise all holders Holders of securities requesting registrationRegistrable Securities who have elected to participate in such offering, and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities such Holders thereof in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in Registrable Securities held by such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreement. Holders. (b) If any Preferred Holder or other stockholder of Registrable Securities disapproves of the terms of any such the underwriting, such holder he may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the UnderwriterInitiating Holders. Any Registrable Securities or other securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn by a Holder of Registrable Securities from such underwriting shall be withdrawn from such registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company, employees of the Company and other holders of the Company's Common Stock may include securities for its (or their) 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 registration and underwriting will not thereby be limited by the underwriter and the proposed price at which the securities will be offered to the public is not reduced.

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 Holders as part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the notice given pursuant to Section 3.1.15(a)(i). In such event event, the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 5 shall be conditioned upon such holderHolder's participation in such the underwriting arrangements required by this Section 5, and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent requested shall be limited as provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting The Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized managing underwriter or underwriters selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.15, if the Underwriter determines managing underwriter or underwriters advise the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, Holders participating and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities Holders thereof in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in Registrable Securities held by such registration Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, and second, among persons not contractually entitled the Company or the underwriters may round the number of shares allocated to registration rights under this Agreementany Holder to the nearest 100 shares. If any Preferred Holder or other stockholder disapproves of the terms of any such the underwriting, such holder person may elect to withdraw therefrom by written notice to the Company and the UnderwriterCompany. Any The Registrable Securities or other securities excluded or so withdrawn from such underwriting 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 Holders as part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the notice given pursuant to Section 3.1.12.5(a)(i). In such event event, the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 2.5 shall be conditioned upon such holderHolder's participation in such the underwriting arrangements required by this Section 2.5(b), and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All holders 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 stockholders distributing their securities Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by a majority in interest of the Company (Initiating Holders, but subject to the "Underwriter")Company's reasonable approval. Notwithstanding any other provision of this Section 3.12.5(b), if the Underwriter determines managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, Registrable Securities and the number of shares of securities that are entitled to there shall be included in the excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by persons shareholders other than the Holders, then shares which the Company shall be allocated in may wish to register for its own account, and thereafter, to the following priority: firstextent necessary, among all holders of Registrable Securities in proportion, as nearly as practicable, shares held by the Holders (PRO-RATA to the respective amounts of securities which they had requested to Registrable Securities held by such Holders at the time the registration statement is filed), provided, however that in any event all Registrable Securities must be included in such registration at prior to any other shares of the time Company. To facilitate the allocation of filing shares in accordance with the registration statementabove provisions, and second, among persons not contractually entitled the Company or the underwriters may round the number of shares allocated to registration rights under this Agreementany Holder to the nearest 100 shares. If any Preferred Holder or other stockholder of Registrable Securities disapproves of the terms of any such the underwriting, such holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the UnderwriterInitiating Holders. Any The Registrable Securities or and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and, in connection with the IPO, such registrationRegistrable 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 underwritingunderwritten offer, the Company they shall so advise the holders Company as part of Registrable Securities AS A PART OF THE WRITTEN NOTICE given their demand made pursuant to this Section 3.1.15.3, and the Company shall include such information in the written notice referred to in Section 5.3(a)(i). In such event event, the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 5.3 shall be conditioned upon such holder's Holder’s participation in such underwriting and the inclusion of such holder's Holder’s Registrable Securities in the underwriting to the extent provided herein. All 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 stockholders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected by a nationally recognized underwriter selected for underwriting by majority-in-interest of the Company (Initiating Holders and reasonably satisfactory to the "Underwriter")Company. Notwithstanding any other provision of this Section 3.15.3, if the Underwriter determines underwriter shall advise the Company that marketing factors (including an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwritten, then the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders Holders of securities requesting registrationRegistrable Securities and Third Party Holders that have requested to participate in such offering, and the number of shares of securities Registrable Securities (including the relevant Share Equivalents of such Third Party Holders) that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, pro rata among all holders of Registrable Securities such Holders and Third Party Holders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in Registrable Securities (including the relevant Share Equivalents of such registration Third Party Holders) held by such Holders and Third Party Holders at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this AgreementRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Preferred Holder or other stockholder disapproves the underwriter has not limited the number of the terms of any such underwritingRegistrable Securities to be underwritten, such holder may elect to withdraw therefrom by written notice to 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 Underwriter. Any number of Registrable Securities or other securities excluded or withdrawn from such underwriting shall would not thereby be withdrawn from such registrationlimited.

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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.15.2(a)(i). In such event event, the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 5.2 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting shall be limited to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.15.2, if the Underwriter managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter managing underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of limit the Registrable Securities which would otherwise to be underwritten pursuant heretoincluded in such registration (i) in the case of the Company's initial public offering, to zero, provided no other security holders are allowed to sell in such offering, and (ii) in the case of any other offering, to an amount no less than 25% of the aggregate securities being registered. The Company shall so advise all Holders and other holders of distributing their securities requesting registration, through such underwriting and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities the Holders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in Registrable Securities held by such registration Holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, and second, among persons not contractually entitled the Company or the underwriter may round the number of shares allocated to registration rights under this Agreementany Holder or holder to the nearest 100 shares. If any Preferred Holder or other stockholder of the Holders disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwritermanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (180) 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 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 Registrable Securities AS A PART OF THE WRITTEN NOTICE given such request made pursuant to Section 3.1.11.2(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 any holder the sale of Registrable Securities subject to Securities. If officers or directors of the Company (other than Blend) holding other securities of the Company shall request inclusion in any registration pursuant to this Section 3.1 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 of Registrable Securities proposing to distribute their securities through such underwriting The Company shall (together with the Company all officers and the other stockholders distributing directors proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the representative of the underwriter or underwriters selected for such underwriting by the Company (Initiating Holders reasonably acceptable to the "Underwriter")Company. Notwithstanding any other provision of this Section 3.11.2, if the Underwriter determines managing underwriter advises the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may securities of the Company held by officers and directors of the Company (subject other than Blend) shall be excluded from the underwriting by reason of the underwriter's marketing limitation to the allocation priority set forth below) exclude from extent so required by such limitation. If the number of Registrable Securities included in the registration and underwriting any or all of statement still exceeds the underwriter's marketing limitations, then the Registrable Securities which would otherwise of the Holders shall be underwritten pursuant hereto. The Company shall so advise all holders excluded on a pro rata basis according to the total amount of securities requesting registration, and the number of shares of securities that are Registrable Securities entitled to be included therein owned by each selling Holder, or in such other apportions as shall be mutually agreed to by such selling Holders, No Registerable Securities or any other securities excluded from the registration and underwriting by persons other than reason of the Company underwriter's marketing limitation shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreementregistration. If any Preferred Holder officer or other stockholder director who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such holder person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the UnderwriterInitiating Holders. Any The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities excluded or withdrawn from 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 shall will not thereby be withdrawn from such registrationlimited.

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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.15(b)(i)a. In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 5(b) shall be conditioned upon such holderHolder's participation in such underwriting underwriting, and the inclusion of such holder's Registrable Securities in the underwriting shall be limited to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.15(b), if the Underwriter managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter managing underwriter may (subject to limit the allocation priority set forth below) exclude from such registration and underwriting any or all number of the Registrable Securities to be included in such registration (i) in the case of the Company's initial public offering, to zero, and (ii) in the case of any other offering, to an amount no less than 25% of all shares to be included in such offering; provided however, that (x) any such limitation or "cutback" shall be first applied to all shares proposed to be sold in such offering other than for the account of the Company which would otherwise are not Registrable Securities, and (y) notwithstanding clause (x), in no event shall any shares being sold by a shareholder exercising a demand registration right similar to that granted in Section 5(a) be underwritten pursuant heretoexcluded from such offering. The Company shall so advise all Holders and other holders of distributing their securities requesting registrationthrough such underwriting, and the number of shares of Registrable Securities or other securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be first allocated in the following priority: first, among all holders of Registrable Securities the Holders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in Registrable Securities held by such registration Holder at the time of filing the of a registration statement. To facilitate the allocation of shares in accordance with the above provisions, and second, among persons not contractually entitled the Company may round the number of shares allocated to registration rights under this Agreementany Holder or holder to the nearest 100 shares. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwritermanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.such

Underwriting. (i) If the registration 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 Shareholders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.14.01(a)(i). In such event event, the right of any holder each of Registrable Securities subject the Shareholders to registration Registration pursuant to this Section 3.1 4.01 shall be conditioned upon such holder's Shareholder’s participation in such underwriting and the inclusion of such holder's Shareholder’s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing The Shareholders whose shares are to distribute their securities through be included in such underwriting Registration shall (together with the Company and the other stockholders Other Shareholders distributing their securities through such underwriting) agree to sell such Shareholder’s shares on the basis provided in any customary underwriting arrangements approved by the Company and complete and execute all customary questionnaires, power of attorney, indemnities and other documents, in each case in customary form, required for such underwriting arrangements and enter into an underwriting agreement in customary form with a nationally recognized the representative of the underwriter or underwriters selected for underwriting by the Company Company. (the "Underwriter"). ii) Notwithstanding any other provision of this Section 3.14.01, if the Underwriter representative of the underwriter or underwriters determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter representative may (subject to the allocation priority set forth below) exclude from such registration Registration and underwriting any some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders Shareholders of securities requesting registrationRegistration, and the number of shares of securities that are entitled to may be included in the registration Registration and underwriting by persons other than each of the Shareholders and Other Shareholders shall be reduced, on a pro rata basis (based on the number of shares of the class to be registered held by such Shareholders and Other Shareholders), by such minimum number of shares as is necessary to comply with such limitation. For the avoidance of doubt, none of the securities being Registered by the Company for its own account shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreementexcluded. If any Preferred Holder of the Shareholders or other stockholder any officer, director or Other Shareholders disapproves of the terms of any such underwriting, such holder he or she may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company shall give written notice to all Shareholders of the receipt of a request for registration pursuant to this Section 4.01 and shall provide a reasonable opportunity for Other Shareholders to participate in the Registration on substantially the same terms as the Company’s participation therein; provided, that the BC Investors are not treated more favorably than Other Shareholders with respect to customary piggyback rights, customary cutbacks and other limitations; and provided further, that if the Registration is for an underwritten offering, the terms of Section 4.01(b) shall apply to all participants in such offering.

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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.1subsection 8.2(a)(l). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 subsection 8.2 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other stockholders Holders distributing their securities Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.1, 8.2 if the Underwriter underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter underwriter may (subject limit the number of Registrable Securities to be included in the allocation priority set forth below) registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant heretounderwriting. The Company shall so advise all holders Holders of securities requesting registrationRegistrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than shall, subject to the Company shall provisions of the contractual registration rights of others, be allocated among all of the Company's shareholders (including the Holders) who have indicated an intention to include securities in the following priority: firstregistration statement, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in held by such registration shareholders at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreement. If any Preferred Holder or other stockholder disapproves of the terms term of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationNotwithstanding anything to the contrary contained herein, the Company may at any time determine not to proceed with any registration theretofore proposed.

Underwriting. If any Holder proposes to conduct an Underwritten Offering under a Mandatory Shelf Registration Statement, such Holder shall advise the registration Company, all other Holders, if applicable, and any Prior Holders, if applicable, whose securities are included in such Mandatory Shelf Registration Statement, of the managing underwriters for such proposed Underwritten Offering (which may be FBR or an Affiliate thereof), such managing underwriters to be subject to the Company gives notice is for a registered public offering involving an underwritingapproval of the Company, not to be unreasonably withheld. In such event, the Company shall so advise the holders of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1. In such event the right of any holder of Registrable Securities subject to registration pursuant to this Section 3.1 shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders 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 nationally recognized “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 $10 million. All Holders proposing to distribute their Registrable Shares through such Underwritten Offering and, if a Prior Holder, if applicable, elects to distribute its shares of Common Stock through such Underwritten Offering, such Prior Holder, shall enter into an underwriting agreement in customary form with the managing underwriters 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 in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that neither any Holder nor any Prior Holder, if applicable, shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the Company (the "Underwriter")underwriters. Notwithstanding any other provision of this Section 3.1Agreement, with respect to an Underwritten Offering in connection with the Holders Mandatory Shelf Registration Statement, if the Underwriter determines managing underwriters determine in good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, then the Underwriter managing underwriters may exclude shares (subject to including Registrable Shares) from the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationUnderwritten Offering, and the number of any shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company Underwritten Offering shall be allocated in the following priority: first, among all holders 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 Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had Shares requested to be included in such registration at the time of filing the registration statementincluded, and second, among persons not contractually entitled to registration rights under this Agreementany Prior Holders requesting inclusion of their shares in such Underwritten Offering. If any Preferred Holder or other stockholder disapproves In the case of the terms of any such underwritingFBR Mandatory Shelf Registration Statement, such holder may elect to withdraw therefrom exclusion shall be negotiated by written notice to the Company FBR, FBR Merchant Banking and the Underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationunderwriters.

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 part of Registrable Securities AS A PART OF THE WRITTEN NOTICE given their demand made pursuant to this Section 3.1.19.03, including the identity of the managing underwriter; and the Company shall include such information in the written notice referred to in Section 9.03(a)(i). In such event event, the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 9.03 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein. All The Company shall, together with all holders of Registrable Securities capital stock of the Company proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected by a nationally recognized underwriter selected for underwriting by majority-in-interest of the Company (Initiating Holders and reasonably satisfactory to the "Underwriter")Company. Notwithstanding any other provision of this Section 3.19.03, if the Underwriter determines underwriter shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwritten, then the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders Holders of securities requesting registrationRegistrable Securities that have requested to participate in such offering, and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, pro rata among all holders of Registrable Securities such Holders thereof in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in Registrable Securities held by such registration Holders at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this AgreementRegistration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Preferred Holder or other stockholder disapproves of the terms of any such the underwriting, such holder Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the UnderwriterInitiating Holders. Any The Registrable Securities or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration. The Company may include securities for its own account (or for the account of other Stockholders) in such registrationregistration if the underwriter so agrees.

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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.15.2(a)(i). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 5.2 shall be conditioned upon such holderHolder's participation in such underwriting underwriting, and the inclusion of such holder's Registrable Securities in the underwriting shall be limited to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.15.2, if the Underwriter managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter underwriters may (subject to the allocation priority set forth below) exclude some or all Registrable Securities from such registration and underwriting any (provided that securities of other securityholders are similarly excluded. In the event of a limitation (or all elimination) on the number of the Registrable Securities which would otherwise and other securities to be underwritten pursuant hereto. The included in a registration, the Company shall so advise all Holders and any other holders of requesting to distribute their securities requesting registration, through such underwriting pursuant to piggy-back registration rights and the number of shares of Registrable Securities and other such securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all Holders thereof and such other holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at registration. To facilitate the time allocation of filing Registrable Securities in accordance with the registration statementabove provisions, the Company may round the number of Registrable Securities and second, among persons not contractually entitled other securities allocated to registration rights under this Agreementany Holder or other holder to the nearest 100 shares. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwritermanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 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 the a registration of statement under which the Company gives notice under this Section 2.4 is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the holders Holders of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1Securities. In such event event, the right of any holder of such Holder's Registrable Securities subject to be included in a registration pursuant to this Section 3.1 2.4 shall be conditioned upon such holderHolder's participation in such underwriting pursuant to the terms of the underwritten offering set forth therein and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter or underwriters selected for underwriting by the Company (the "Underwriter")such underwriting. Notwithstanding any other provision of this Section 3.1Agreement, if the Underwriter determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on of the number of shares to be underwritten, then the Underwriter managing underwriter(s) may exclude shares (subject including up to the allocation priority set forth belowseventy percent (70%) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationSecurities) from the registration and the underwriting, and the number of shares of securities that are entitled to may be included in the registration and the underwriting by persons other than the Company shall be allocated allocated, first to holders of the Series C Preferred Shares or Common Shares issued upon conversion thereof, second to the Company, and third, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the following priority: first, among all holders total number of Registrable Securities then held by each such Holder; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) all Common Shares issued or issuable upon conversion of Series C Preferred Shares shall be included in proportion, as nearly as practicable, to such registration; (ii) the respective amounts number of Registrable Securities included in the remaining portion of any such registration is not reduced below thirty percent (30%) of the aggregate number of securities which they had requested to be included in such registration; and (iii) all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company, which shall be defined to mean those entities in which the Company directly or indirectly owns or controls in excess of 50% of the equity securities or voting power), except for holders of the Series C Preferred Shares or Common Shares issued upon conversion thereof, shall first be excluded from such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreementunderwriting before any Registrable Securities are so excluded. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder Holder may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such 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 of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1. In such event the right of any holder of Registrable Securities subject to registration pursuant to this Section 3.1 6.2 hereof is an underwritten offering, the right of any Holder to such registration shall be conditioned upon such holder's 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 of Registrable Securities Holders proposing to distribute all or a portion of their securities Shares through such underwriting shall (together with the Company and the other stockholders holders distributing their securities shares of Common Stock through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by the Company (or by the "Underwriter"holders who have demanded such registration), and shall provide to the Company upon written request such information referenced in Section 6.1(b) hereof as may be specified in such request. Notwithstanding any other provision of this Section 3.16.2, if the Underwriter managing underwriter in its sole discretion determines that marketing factors require a limitation on of the number of shares to be underwritten, the Underwriter managing underwriter may (subject limit the Shares to the allocation priority set forth below) exclude from be included in such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant heretoregistration. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to the rights of securities requesting registrationthe Holders under this Section 6.2, and the number of shares of securities Shares that are entitled to may be included in the registration and underwriting by persons other than such Holders, the Company and such other holders shall be reduced by the number of shares determined by the managing underwriter not to be included in such registration, such reduction to be allocated in among the following priority: firstHolders, among all the Company and such other holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested shares proposed to be included in registered by such registration at Holders, by the time of filing the registration statement, Company and second, among persons not contractually entitled to registration rights under this Agreementby such other holders. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder it may elect to withdraw therefrom by written notice to the Company and the Underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationmanaging underwriter.

Underwriting. If In the event of a registration of which the Company gives notice is for a registered public offering involving an underwritingstatement pursuant to Section 5.1, the Company shall so advise the holders Holders as part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the notice given pursuant to Section 3.1.1. In such event Section 7 5.1 (a)(i) that the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 5.1 shall be conditioned upon such holderHolder's participation in such the underwriting arrangements required by this Section 5.1, and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting The Company shall (together with the Company and the other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter selected for such underwriting by a majority in interest of the Company (Initiating Holders, but subject to the "Underwriter")Company's reasonable approval. Notwithstanding any other provision of this Section 3.15.1, if the Underwriter determines managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, Registrable Securities and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities Holders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in Registrable Securities held by such registration Holders at the time of filing 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, and second, among persons not contractually entitled the Company or the underwriters may round the number of shares allocated to registration rights under this Agreementany Holder to the nearest 100 shares. If any Preferred Holder or other stockholder of Registrable Securities disapproves of the terms of any such the underwriting, such holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the UnderwriterInitiating Holders. Any The Registrable Securities or and/or other securities excluded or so withdrawn from such underwriting 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 which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the holders Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.12.2(a)(i). In such event event, the right of any holder each of Registrable Securities subject the Holders to registration pursuant to this Section 3.1 2.2 shall be conditioned upon such holder's Holders' participation in such underwriting and the inclusion of such holder's Holders' Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing The Holders whose shares are to distribute their securities through be included in such underwriting registration shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the representative of the underwriter or underwriters selected for underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.12.2, if the Underwriter representative determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter representative may (subject to the allocation priority set forth below) exclude from such limit the number of Registrable Securities to be included in the registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant heretounderwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following prioritymanner: first, among all holders the securities of the Company held by Other Stockholders of the Company (other than Registrable Securities in proportion, as nearly as practicable, 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 respective amounts extent required by such limitation, and, if a limitation on the number of securities which they had requested to shares is still required, the number of shares that may be included in such registration at the time of filing the registration statementand underwriting by each of the Holders and Demanding Holders shall be reduced, and secondon a pro rata basis (based on the number of shares held by such Holder), among persons not contractually entitled by such minimum number of shares as is necessary to registration rights under this Agreementcomply with such limitation. If any Preferred Holder of the Holders or other stockholder any Other Stockholder disapproves of the terms of any such underwriting, such holder person may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. 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 Registrable Securities AS A PART OF THE WRITTEN NOTICE given their request made pursuant to Section 3.1.15, and the Company shall include such information in the written notice referred to in Section 5(a)(i) above. In such event the The right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 5 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting 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. If officers or directors of the Company shall request inclusion of securities of the Company other than Registrable Securities in any registration pursuant to Section 5, or if holders of Registrable Securities proposing securities of the Company who are entitled by contract with the Company to distribute have securities included in such a registration (such officers, directors, and other shareholders being collectively referred to as the "OTHER SHAREHOLDERS") request such inclusion, the Initiating Holders shall, on behalf of all Holders, offer to include the securities of such Other Shareholders in the underwriting and may condition such offer on their securities through such underwriting acceptance of the further applicable provisions of this Agreement. The Company shall (together with the Company all Holders and the other stockholders distributing Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the representative of the underwriter or underwriters (the "UNDERWRITER") selected for such underwriting by the Company (and reasonably acceptable to the "Underwriter")Initiating Holders. Notwithstanding any other provision of this Section 3.15, if the Underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) exclude from such limit the number of Registrable Securities to be included in the registration and underwriting any or all to not less than thirty percent (30%) of the Registrable Securities which would otherwise securities to be underwritten pursuant heretoincluded in such offering. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders Holders of Registrable Securities (and pro rata among such holders on the basis of all Registrable Securities then held by such holders) and second, among all Other Shareholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreement. If any Preferred Holder or other stockholder Other Shareholder 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. 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 the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.11.3(a). In such event the right of any holder of Registrable Securities subject the Holders to registration pursuant to this the Section 3.1 1.3 shall be conditioned upon such holder's the Holders' participation in such underwriting and the inclusion of such holder's the Holders' Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting The Holders shall (together with the Company Company, officers, directors and the other stockholders Other Shareholders distributing their securities shares of Common Stock through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for underwriting by the Company (and shall deliver all documents and opinions required to be delivered thereunder in respect of their participation as selling shareholders. Subject to the "Underwriter"). Notwithstanding rights of the Prior Holders contained in the Prior Registration Rights Agreements, notwithstanding any other provision of this Section 3.11.3, if the Underwriter representative of the underwriters determines that marketing factors require a limitation on the number of shares of Common Stock to be underwritten, then the Underwriter may Company shall include in the underwriting only that number of shares, including Registrable Securities, which the representative believes will not jeopardize the success of the offering (subject the shares so included to be apportioned as follows: first, all shares which stockholders other than the Holders and the Prior Holders seek to include in the offering shall be excluded from the offering to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and extent limitation on the number of shares included in the underwriting is required, then the number of securities shares held by Holders and the Prior Holders that are may be included in the underwriting shall be apportioned PRO RATA among the selling Holders and the Prior Holders according to the total amount of Registrable Securities and shares entitled to be included therein owned by each selling Holder and Prior Holder, respectively, or in the registration and underwriting by persons such other than the Company apportions as shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, mutually agreed to the respective amounts of securities which they had requested to be included in by such registration at the time of filing the registration statement, selling Holders and second, among persons not contractually entitled to registration rights under this AgreementPrior Holders). If any Preferred Holder of the Holders or other stockholder any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwriterrepresentative of the underwriters. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If the registration of which the Company gives notice pursuant to Section 1.3(a) hereof is a best efforts underwritten public offering on behalf of the Company, any public sales of Registrable Securities of the Holders included therein shall not commence until the earlier of: (i) ninety (90) days after the effective date thereof, (ii) the completion of the sale of all shares of Common Stock being sold for the account of the Company, or (iii) the receipt by the Company of a letter from the representative of the underwriters advising that all or a portion of the Registrable Securities of the Holders could be sold prior to the dates set forth in the foregoing clauses (i) and (ii) without adversely affecting the marketability or price of the shares 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.1SECTION 2(A)(I). In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 SECTION 2 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and, directors, officers and the other stockholders Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for underwriting by the Company, PROVIDED that the Company (shall use its reasonable best efforts to ensure that such underwriting agreement shall not provide for indemnification or contribution obligations on the "Underwriter")part of Holders materially greater than the obligations of the Holders pursuant to SECTION 5. Notwithstanding any other provision of this Section 3.1SECTION 2, if the Underwriter underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: firstmanner. The securities of the Company held by the Other Shareholders and the officers and directors of the Company (other than Registrable Securities and up to 2,400,000 of the Company's shares held by ▇▇▇ ▇▇▇▇▇▇) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting shall be allocated among all holders of Registrable Securities such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in such registration held at the time the Company gives the notice specified in SECTION 2(a)(i), PROVIDED that if such registration has been initiated at the request of filing Cambridge Technology Partners ("CTP") pursuant to the registration statement, and second, among persons not contractually entitled to exercise of demand registration rights under granted prior to the date of this Agreement, CTP may include up to 202,106 shares of the Company's stock in priority to any Registrable Securities. For purposes of the foregoing calculation, ▇▇▇ ▇▇▇▇▇▇ shall be deemed to hold the lesser of 2,400,000 shares of the Company's stock and the actual number of shares of the Company's stock (other than shares acquired pursuant to stock options) owned by ▇▇▇ ▇▇▇▇▇▇ at such time. If any Preferred Holder of Registrable Securities or other stockholder any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. If the a registration of statement under which the Company gives notice under Section 2.3(a) is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the holders Holders of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to in the notice delivered under Section 3.1.12.3(a). In such event event, the right of any holder of such Holder's Registrable Securities subject to be included in a registration pursuant to this Section 3.1 2.3 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter or underwriter(s) selected for underwriting by the Company (the "Underwriter")such underwriting. Notwithstanding any other provision of this Section 3.1Agreement, if the Underwriter determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on of the number of shares to be underwritten, then the Underwriter managing underwriter(s) may exclude shares (subject to including Registrable Securities) from the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationunderwriting, and the number of shares of securities that are entitled to may be included in the registration and the underwriting by persons other than the Company shall be allocated in the following priority: allocated, first, among all holders to the Company, second, to each of the Holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts requesting inclusion of securities which they had requested to be included their Registrable Securities in such registration at statement, to be allocated among such Holders pro rata based on the time amount of filing Registrable Securities (calculated on an As-Converted Basis) owned by each such Holder and third, to any other holders of the Company's securities; provided, however, that the right of the underwriters to exclude Registrable Securities from the registration statement, and second, among persons underwriting as described above shall be restricted so that the number of Registrable Securities included in any such registration is not contractually entitled to registration rights under this Agreement. If any Preferred Holder or other stockholder disapproves reduced below twenty-five percent (25%) of the terms of any such underwriting, such holder may elect Registrable Securities that the Holders initially proposed to withdraw therefrom by written notice to the Company and the Underwriterbe registered. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such registrationHolder, 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 "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.

Underwriting. If the registration 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 Registrable Securities AS A PART OF THE WRITTEN NOTICE given their request made pursuant to this Section 3.1.12.5 and the Company shall include such information in the written notice referred to in Section 2.5(a)(i). In such event the The right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 2.5 shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder'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 hereinin this Section. All holders A Holder may elect to include in such underwriting all or a part of the Registrable Securities proposing it holds. If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to distribute their this Section 2.5, or if Other Shareholders request such inclusion, the Initiating Holders shall, on behalf of all Holders, offer to include the securities through of such officers, directors or Other Shareholders in the underwriting and may further condition such offer on the acceptance of the applicable provisions of this Section 2 by such officers, directors and Other Shareholders. The Company shall (together with the Company all Holders, officers, directors and the other stockholders distributing Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Company (Initiating Holders and reasonably acceptable to the "Underwriter")Company. Notwithstanding any other provision If the representative of this Section 3.1, if the Underwriter determines underwriter advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Underwriter may securities of the Company (subject to other than Registrable Securities) held by officers or directors of the allocation priority set forth below) exclude Company shall be excluded from such registration to the extent so required by such limitation, and underwriting any or all if a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders of Registrable Securities which and Other Shareholders whose securities would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationto the request described in this Section, and the number of shares of Registrable Securities and other securities that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities such Holders and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled except that Registrable Securities shall be the last to registration rights under this Agreementbe limited. 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 Preferred Holder of Registrable Securities, officer, director or other stockholder Other Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such holder person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the UnderwriterInitiating Holders. Any The securities held by such person shall then be withdrawn from registration; provided, that, if by the withdrawal of such securities a greater number of Registrable Securities held by other participating Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriter), then the Company shall allocate such greater number of Registrable Securities to such Holders in proportion, as nearly as practicable, to the respective amount of Registrable Securities held by such participating Holders. If the underwriter has not limited the number of Registrable Securities or other securities excluded or withdrawn from 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 shall be withdrawn from such registrationhas not thereby been limited.

Underwriting. If the a registration of statement under which the Company gives notice under this Section 1.4 is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the holders Holders of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1Securities. In such event event, the right of any holder of such Holder’s Registrable Securities subject to be included in a registration pursuant to this Section 3.1 1.4 shall be conditioned upon such holder's Holder’s participation in such underwriting and the inclusion of such holder's Holder’s Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the managing underwriter or underwriters selected for such underwriting (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters) provided, (i) that all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders, (ii) that any or all of the "Underwriter")conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holders and (iii) 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, the Registrable Securities of such Holder and such Holder’s intended method of distribution and any other representations required by law. The foregoing provision with respect to market stand-off agreement shall only be applicable to Holders if all officers, directors and greater than 1% shareholders of the Company enter into similar agreements. Notwithstanding any other provision of this Section 3.1Agreement, if the Underwriter determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on of the number of shares to be underwrittenunderwritten (including Registrable Securities), then the Underwriter managing underwriter(s) may (subject to exclude shares from the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registrationunderwriting, and the number of shares of securities that are entitled to may be included in the registration and the underwriting by persons other than the Company shall be allocated in the following priority: allocated, first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statementCompany, and second, among to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities requested to be sold by each such Holder; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) in any event the number of Registrable Securities included in any such registration is not reduced below thirty percent (30%) of the aggregate number of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any direct or indirect subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. For purposes of the preceding sentence concerning apportionment, for any selling shareholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership, limited liability company or corporation, the affiliated venture capital funds, partners, retired partners, members, retired members and shareholders of such Holder, or the estates and family members of any such partners, retired partners, members or retired members and any trusts for the benefit of any of the foregoing persons not contractually entitled shall be deemed to registration rights under this Agreementbe 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 such related entities and individuals. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such holder Holder may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. If securities are so withdrawn from the registration, and if the number of securities to be included in such registrationregistration was previously reduced as a result of marketing factors pursuant to Section 1.4(b), then the Company shall offer to all Holders who were so reduced the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number so withdrawn, with such securities to be allocated first among such Holders in proportion to the respective amounts of Registrable Securities reduced pursuant to Section 1.4(b).

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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.11.3(a)(i) hereof. In such event the right of any holder of Registrable Securities subject Holder to registration pursuant to this Section 3.1 1.3(i) shall be conditioned upon such holderHolder's participation in such underwriting and the inclusion of such holderHolder's Registrable Securities in the underwriting to the extent provided hereinherein and (ii) shall terminate as to each Holder upon the availability of Rule 144(k) to such Holder and such Holder holding not more than one percent (1%) of the outstanding Shares. All holders of Registrable Securities Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other stockholders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for underwriting by the Company (the "Underwriter")Company. Notwithstanding any other provision of this Section 3.11.3, if the Underwriter underwriter reasonably determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to securities of the allocation priority set forth below) exclude Company held by Other Stockholders shall be first excluded from such registration and underwriting any or all of to the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall extent so advise all holders of securities requesting registrationrequired by such limitation, and and, if a limitation on the number of shares is still required, the number of securities shares that are entitled to may be included in the registration and underwriting by persons other than the Company shall be allocated in among the following priority: first, among all holders Holders requesting registration of Registrable Securities securities in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they that such Holders had requested to be included in such registration. The Company shall advise all Holders requesting registration at as to the time number of filing shares or securities that may be included in the registration statement, and second, among persons not contractually entitled underwriting as allocated in the foregoing manner. No such reduction shall be made with respect to registration rights under this Agreementsecurities offered by the Company for its own account. If any Preferred Holder or other stockholder Other Stockholder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwriterunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such 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 Holders as a part of Registrable Securities AS A PART OF THE WRITTEN NOTICE the written notice given pursuant to Section 3.1.11.3(a). In such event the right of any holder of Registrable Securities subject the Holders to registration pursuant to this Section 3.1 1.3 shall be conditioned upon such holder's the Holders' participation in such underwriting and the inclusion of such holder's the Holders' Registrable Securities in the underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting The Holders shall (together with the Company Company, officers, directors and the other stockholders Other Shareholders distributing their securities shares of Common Stock through such underwriting) enter into an underwriting agreement in customary form with a nationally recognized the underwriter or underwriters selected for underwriting by the Company (the "Underwriter")and shall deliver all documents and opinions required to be delivered thereunder in respect of their participation as selling shareholders. Notwithstanding any other provision of this Section 3.11.3, if the Underwriter representative of the underwriters determines that marketing factors require a limitation on the number of shares of Common Stock to be underwritten, then the Underwriter may (subject to the allocation priority set forth below) exclude from number of shares included in such registration and underwriting any or all of shall be allocated as follows: first, if the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all registration was initiated by holders of securities requesting registrationCommon Stock (other than the Holders) exercising demand registration rights, and then the number of Trace Securities, if any, included in such registration and underwriting shall be reduced (and finally eliminated, if necessary); and second, the number of Registrable Securities and ▇▇▇▇▇▇▇ Shares included in such registration and underwriting shall be reduced, PRO RATA among the Holders and holders of ▇▇▇▇▇▇▇ Shares according to the total number of shares of securities that are entitled to be included therein and owned by each selling Holder and holder of ▇▇▇▇▇▇▇ Shares, respectively, or in the registration such other proportions as may be mutually agreed by such selling Holders and underwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreement▇▇▇▇▇▇▇ Shares. If any Preferred Holder of the Holders or other stockholder any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such holder he may elect to withdraw therefrom by written notice to the Company and the Underwriterrepresentative of the underwriters. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If the registration of which the Company gives notice pursuant to Section 1.3(a) hereof is a best efforts underwritten public offering on behalf of the Company, any public sales of Registrable Securities of the Holders included therein shall not commence until the earlier of: (i) ninety (90) days after the effective date thereof, (ii) the completion of the sale of all shares of Common Stock being sold for the account of the Company, or (iii) the receipt by the Company of a letter from the representative of the underwriters advising that all or a portion of the Registrable Securities of the Holders could be sold prior to the dates set forth in the foregoing clauses (i) and (ii) without adversely affecting the marketability or price of the shares offered by the Company.