Common use of Underwriting Clause in Contracts

Underwriting. In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, the right of any Holder to registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder shall (together with the Company and any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 2, if the managing underwriter notifies the Company in writing that the number of securities proposed to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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 180 days after the effective date of the registration statement relating thereto.

Underwriting. If the registration of which the Company gives notice is ------------ for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to Section 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any other stockholders the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 23, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation on the number of securities proposed shares to be included in underwritten, and (a) if such registration is the Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting exceeds some or all of the Registrable Securities which would otherwise be underwritten pursuant to 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 that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registrationthe 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 the Holder and the other stockholders distributing their all holders of securities through such underwriting pursuant to piggyback registration rights similar to this Section 2requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by officers and directors of the Company (other than Registrable Securities Securities) shall be excluded from such registration and other securities 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 the Holder all such Holders and any other participating stockholders Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders which they had requested to be included in such registration at the time of filing the registration statement; provided , except that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% any of the total amount of securities included in that offering. To facilitate Purchasers, or any other Holder shall be the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated last to the Holder or other stockholders to the nearest 100 sharesbe limited. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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.

Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 6(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to Section 6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 26, if the managing underwriter notifies advises the Company in writing that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, then the managing underwriter may limit the number of Registrable Securities to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among by reducing the Holder and any other participating stockholders in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held included on behalf of the Holders, on a pro-rata basis (or in such other proportions as shall mutually be agreed upon by such Holder and other securities held by other stockholders at Holders), based on the time of filing the registration statement; provided that the aggregate amount total number of Registrable Securities entitled to registration held by each selling Holder Holder, but in no event shall the amount of securities of the Holders included in the offering shall not be reduced below 20% ten percent (10%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company, in which case the securities of the Holders can be excluded in their entirety; provided, however, that offering. To facilitate any such limitation or "cutback" shall be first applied to all shares proposed to be sold in such offering other than for the allocation account of shares in accordance with the above provisions, the Company or the underwriters may round the number which are not Registrable Securities. The Company shall advise all Holders of shares allocated to the Holder or other stockholders to the nearest 100 sharesRegistrable Securities which would otherwise be registered and underwritten pursuant hereto of any such limitations. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall not be withdrawn from included in 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.

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 and the Founder as a part of the written notice given pursuant to Section 4.2(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder or the Founder to registration pursuant to Section 4.2 shall be conditioned upon such Holder's or Founder's participation in such underwriting and the inclusion of such Holder's Registrable Securities or shares of such Founder's Common Stock in the underwriting to the extent provided herein. If any Each Holder proposes and Founder proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 24.2, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be underwritten, the underwriter may limit the number of Registrable Securities and shares of Common Stock to be included in the registration and underwriting exceeds to (i) in the number that can be sold in such underwriting without adversely affecting the marketability case of the offeringfirst underwritten public offering of the securities of the Company, any amount that the managing underwriter may limit determine, or (ii) in the Registrable Securities case of any registration subsequent to be included in such the first underwritten public offering of the securities of the Company, to not less than twenty percent (20%) of the total securities covered by the registration. The Company shall so advise the Holder all Holders and the other stockholders distributing their securities Founder (except with respect to each of those Holders or the Founder who has indicated to the Company its decision not to distribute any of its Registrable Securities or Common Stock through such underwriting pursuant to piggyback registration rights similar to this Section 2underwriting), and the number of shares of Registrable Securities and other securities Common Stock that may be included in the anythe registration and underwriting INITIATED (i) BY THE COMPANY FOR ITS OWN ACCOUNT, (II) PURSUANT TO A REQUEST MADE UNDER SECTION 4.3, OR (iii) PURSUANT TO A DEMAND MADE BY ANY PERSON OTHER THAN A PARTY TO THE WARRANT RIGHTS AGREEMENT shall be allocated among the Holder and any other participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities owned by the Holders, and the number of shares of Common Stock held by such Holder and other securities held by other stockholders the Founder AND THE NUMBER OF WARRANT SHARES OWNED BY THE HOLDERS THEREOF COVERED BY THE WARRANT RIGHTS AGREEMENT at the time of filing the registration statement; provided provided, however, that if the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round underwriter limits the number of shares allocated of Common Stock held by the Founder to be included in the registration, such number of shares to be excluded from the registration shall be reallocated to the Holder or other stockholders to the nearest 100 sharesHolders AND THE HOLDERS OF THE WARRANT SHARES. If any Holder disapproves of the terms of any such underwritingIN CONNECTION WITH ANY REGISTRATION MADE PURSUANT TO A DEMAND MADE UNDER THE WARRANT RIGHTS AGREEMENT, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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 180 days after the effective date of the registration statement relating theretoTHE HOLDERS AND THE FOUNDER SHALL BE CUT BACK PRIOR TO ANY CUT BACK OF THE HOLDERS UNDER THE WARRANT RIGHTS AGREEMENT.

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 as a part of the written notice given pursuant to Section 4(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to Section 4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable such Holder's Restricted Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter . CHINA GRANITE CORPORATION 4 Subscription Agreement (other than representations and warranties regarding such Holder or such Holder's intended method of distributionii) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 24, if the underwriter managing underwriter notifies the Company in writing such public offering determines that marketing factors require a limitation of the number of securities proposed shares to be underwritten, the underwriter may limit the number of Restricted Securities to be included in the underwriting exceeds the number that can be sold in registration and underwriting, or may exclude Restricted Securities entirely from such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registrationregistration and underwriting. The Company shall so advise the Holder all Holders of Restricted Securities which would otherwise be registered and the other stockholders distributing their securities through such underwriting underwritten pursuant to piggyback registration rights similar to this Section 2hereto, and the number of shares of Registrable Restricted Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Restricted Securities held by each of such Holder and other securities held by other stockholders at Holders as of the time date of filing the registration statementnotice pursuant to Section 4(a)(i) above; provided that the aggregate amount number of Registrable shares of Restricted Securities held by each selling Holder requested to be included in the offering such underwriting shall not be reduced below 20% of unless all other securities being sold by shareholders other than the total amount of securities included in that offering. To facilitate Holders are first entirely excluded from the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesUnderwriting. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Restricted 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.

Underwriting. In If the case 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 an underwritten offering in which underwriting, then it shall so advise the Company as a Holder has elected part of its request made pursuant to this Section 3.1(a) and the Company shall include such Holder's sharesinformation in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in voting power of the Initiating Holder and other Holders) to the extent provided herein. If any Holder proposes All Holders proposing to distribute its securities through such underwriting, such Holder shall (together with the Company and any other stockholders distributing their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth Holders representing a majority in Section 8 hereof, no Holder shall voting power of the Registrable Securities requested to be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretoregistered. Notwithstanding any other provision of this Section 23.1, if the managing underwriter notifies underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities proposed to be included in underwritten, then the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder all Holders of Registrable Securities which would otherwise be registered and the other stockholders distributing their securities through such underwriting underwritten pursuant to piggyback registration rights similar to this Section 2hereto, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among the Holder and any other participating stockholders in proportion, as nearly as practicable, Holders of Registrable Securities on a pro rata basis according to the respective amounts number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holder); provided, however, that the number of Registrable Securities held by the Investor to be included in such Holder underwriting and registration shall not be reduced unless all other securities held by (other stockholders at the time of filing the registration statement; provided that the aggregate amount of than Registrable Securities held by each selling Holder Existing Registration Right Holders) are first excluded from the underwriting and registration (including, without limitation, any securities which the Company may seek to include in the underwriting for its own account); provided further, that at least 25% of any Registrable Securities requested by the Investor to be included in the offering such underwriting and registration shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesso included. If any Holder the Investor disapproves of the terms of any such underwriting, he or she the Investor may elect to withdraw therefrom by written notice to the Company and the managing underwriterunderwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such the registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto.

Underwriting. In If the case Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritten offering underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2(a). If officers or directors of the Company holding other securities of the Company shall request inclusion in which any registration pursuant to Section 2, or if holders of securities of the Company other than Registrable Securities who are entitled, by contract with the Company or otherwise, to have securities included in such a Holder has elected registration (the "Other Stockholders") request such inclusion, the Holders shall offer to include the securities of such Holder's sharesofficers, the right of any Holder to registration shall be conditioned upon such Holder's participation in such underwriting directors and the inclusion of 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. If any Holder proposes to distribute its securities through such underwriting, such Holder Company shall (together with the Company all officers, directors and any other stockholders distributing Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretoInitiating Holders. Notwithstanding any other provision of this Section 2, if the managing underwriter notifies representative advises the Company Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company held by officers or directors (other than Registrable Securities) of the Company and the securities held by Other Stockholders shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by each Holder shall be reduced on a pro rata basis (based on the number of shares originally proposed to be included in registered 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 exceeds the number that can be sold in such underwriting without adversely affecting the marketability by reason of the offering, the managing underwriter may limit the Registrable Securities to underwriter's marketing limitation shall be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and If any other participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included Holders or any officer, director or Other Stockholder who has requested inclusion in that offering. To facilitate the allocation of shares in accordance with the such registration as provided above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterInitiating Holders. Any The securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration, registration if the representative so agrees and shall if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating theretolimited.

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 and the Common Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder or the Common Holders to registration pursuant to this Section 2.2 shall be conditioned upon such Holder's ’s or the Common Holder’s participation in such underwriting and the inclusion of Registrable such Holder’s or the Common Holder’s Subject Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders and the Common Holders proposing to distribute its their securities through such underwriting, such Holder shall underwriting (together with the Company and any the other stockholders holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 22.2, if the managing underwriter notifies underwriter(s) advise the Company in writing that marketing factors require a limitation on the number of securities shares to be underwritten or the number of shares proposed to be included in the underwriting exceeds registration would reduce the number that can be sold in such underwriting without adversely affecting the marketability of the offeringoffering price per share, the managing underwriter underwriter(s) may (subject to the limitations set forth below) limit the Registrable number of Subject Securities to be included in the registration and underwriting. In such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2event, and the number of shares of Registrable Securities and other securities that may to be included in the registration and underwriting shall be allocated among first to the Holder Company (for up to the full number of shares it desires to sell in such registration and underwriting), second to all Holders who indicated to the Company their decision to distribute any other participating stockholders of their Registrable Securities through such underwriting, in proportion, as nearly as practicable, to the respective amounts numbers of shares of Registrable Securities held owned by such Holder and other securities held by other stockholders Holders at the time of filing the registration statement; provided that statement (or in such other proportions as shall mutually be agreed to by all such selling Holders), and third to the aggregate Common Holders who have indicated to the Company their decision to distribute any of their Subject Securities (not otherwise constituting Registrable Securities) through such underwriting, in proportion, as nearly as practicable, to the number of shares of Subject Securities owned by the Common Holders at the time of filing the registration statement (or in such other proportions as shall mutually be agreed to by all such selling Common Holders). In no event shall any Registrable Securities be excluded from such registration and underwriting unless all other stockholders’ securities have been first excluded. Notwithstanding the foregoing, in no event shall the amount of Registrable Securities held by each of the selling Holder Holders included in the offering shall not registration and underwriting be reduced below 20% thirty percent (30%) of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharessuch registration and underwriting. If any Holder disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, he or she may elect to withdraw such person shall also be excluded therefrom by written notice to from the Company and or the managing underwriterunderwriter(s). The securities so excluded shall also be withdrawn from such registration. Any Subject 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.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.2(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to Section 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation but subject to the Company or any underwriter with respect theretoreasonable approval of Holders holding a majority of the Registrable Securities to be included in such registration. Notwithstanding any other provision of this Section 21.2, if the managing underwriter notifies the Company determines in writing its good faith judgment that marketing factors require limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, all Holders and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting (other than in behalf of the Company) shall first be allocated on a pro rata basis among all Holders in proportion to the Holder respective amounts of the Registrable Securities held by all Holders and any then, if additional Registrable Securities may be included, among all other participating stockholders Holders, in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held Holders; provided, however, unless otherwise agreed upon by other stockholders at the time holders of filing a majority of the registration statement; provided that shares desiring to participate in the aggregate offering, in no event shall the amount of Registrable Securities held by each selling Holder of the Holders included in the offering shall not be reduced below twenty percent (20% %) of the total amount of securities included in that such offering. To facilitate the allocation No securities of shares in accordance with the above provisions, the Company held by parties other than the Holders or the underwriters may round Company shall be included in any registration and underwriting to which this Section applies if the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesRegistrable Securities that would otherwise have been included in such registration and underwriting will thereby be limited. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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 180 days after the effective date of the registration statement relating thereto.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation but subject to the Company or any underwriter with respect theretoreasonable 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 21.3, if the managing underwriter notifies the Company in writing determines that marketing factors require limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder all Holders and the other stockholders holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting (other than on behalf of the Company) shall be allocated among all Holders and such other holders (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 Holder and any other participating stockholders Holders) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held or other securities requested to be included in such registration by such Holder Holders and such other securities held by other stockholders at holders; provided, however, in no event shall the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder of the Holders included in the offering shall not be reduced below 20% 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 offeringin each such case, no shares held by any Holder shall be so excluded from such registration until all shares proposed to be registered by the Founders or other parties granted registration rights pursuant 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 or the underwriters may round the number of shares allocated to the any Holder or other stockholders holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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 180 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 as part of the written notice given pursuant to subsection 9.6(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder to registration pursuant to Section 9.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company Company, directors and any other stockholders officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 29.6, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation on the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities to which would otherwise be included in such registrationunderwritten pursuant hereto. The Company shall so advise the Holder and the other stockholders distributing their all holders of securities through such underwriting pursuant to piggyback registration rights similar to this Section 2requesting registration, and the number of shares of Registrable Securities and other securities that may are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) securities (other than Registrable Securities) held by officers or directors of the Company and by Other Shareholders shall be excluded from such registration to the extent so required by such limitation, and (ii) if a limitation of the number of shares to be underwritten is still required, the Company shall so advise all Holders of Registrable Securities requesting registration, and the number of shares of Registrable Securities that may be included in the registration and underwriting on behalf of such Holders shall be reduced as required, such reduction to be allocated among the Holder and any other participating stockholders such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders persons at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, he or she such party may elect to withdraw therefrom by written notice to the Company and the managing 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.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to Section 2.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwritingunderwriting shall, such Holder shall (together with the Company and any other stockholders distributing their securities through such underwriting) Other Holders, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 22.2, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit or eliminate the Registrable Securities and other securities to be included in such registrationregistration by Holders and Other Holders. The Company shall so advise the Holder all Holders and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2Other Holders, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting by all Holders and Other Holders shall be allocated among the Holder and any other participating stockholders in proportionthem, as nearly as practicable, first, among the Holders in proportion to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders holders at the time of filing of the registration statement; provided that , and, second, among the aggregate amount Other Holders in proportion to the number of Registrable Securities held by each selling Holder shares proposed to be included in the offering shall not be reduced below 20% of the total amount of securities included in that offeringsuch registration by such Other Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the any Holder or other stockholders Other Holder to the nearest 100 shares. If any Holder or Other Holder disapproves of the terms of any such underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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 180 days after the effective date of the registration statement relating thereto.

Underwriting. In the case of an If any registration under Section 5.13.1 shall be underwritten offering in which a Holder has elected to include such Holder's shareswhole or in part, the right of Purchaser may require that any Holder Registrable Securities as to which the Seller exercises registration rights be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The registration rights granted to the Seller pursuant to this Section shall be conditioned upon such Holderthe Seller's participation in such the underwriting and the inclusion of the Registrable Securities in the underwriting underwritten offering to the extent provided herein. If any Holder proposes All persons proposing to distribute its securities their common shares through such underwriting, such Holder underwriting shall (together with the Company and any other stockholders distributing their securities through such underwritingPurchaser) enter into an underwriting agreement agreement, which shall be in a customary form form, with the managing underwriter or underwriters which shall be selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter Purchaser (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto"Underwriter"). Notwithstanding any other provision of this Section 2to the contrary, if the managing underwriter notifies the Company in writing Underwriter determines that marketing factors require a limitation of the number of securities proposed common shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter Underwriter may limit the number of Registrable Securities to be included in such registration. The Company the registration and underwriting; provided that the Seller shall so advise be entitled to include a pro rata portion of the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders in proportion, as nearly as practicable, compared to the respective amounts total number of common shares to be included by other shareholders exercising similar rights. The Purchaser shall advise the Seller as to the number of Registrable Securities held by such Holder which shall be registered and other securities held by other stockholders at underwritten pursuant hereto as soon as reasonably possible after the time of filing Purchaser receives the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesRegistration Election. If any Holder the Seller disapproves of the terms of any such underwriting, he or she it may elect to withdraw therefrom by delivering a written notice to the Company Purchaser and the managing underwriterUnderwriter. Any securities Registrable Securities excluded (whether voluntarily or involuntarily) or withdrawn from such registration and underwriting shall be withdrawn from such registrationeligible to be included in any subsequent registration and underwriting by the Purchaser as provided in Sections 5.13.1 and 5.13.2, and the Seller shall not be transferred have the same rights, duties and obligations in a public distribution prior to 180 days after the effective date of any subsequent registration; provided that the registration statement relating theretoto be filed in connection therewith is to be filed during the Piggyback Registration Period.

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 and Founders as part of the written notice given pursuant to Section 1.3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder or Founder to registration shall pursuant to this Section 1.3 will be conditioned upon such Holder's participation in such underwriting and the inclusion of all or part of such 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. If any Holder proposes All Holders and Founders proposing to distribute its their securities through such underwriting, such Holder shall the underwriting will (together with the Company and any the other stockholders distributing their securities through such the underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 21.3, if the managing underwriter notifies advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may (subject to the limitations set forth below), in the case of the Company IPO only, exclude all Registrable Securities and Founders Stock from 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 on a pro rata basis based on the number of 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 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 to less than 25 percent of the securities proposed to be included in the registration and underwriting exceeds unless this requirement is waived by the number that can be sold in such underwriting without adversely affecting the marketability holders of the offering, the managing underwriter may limit a majority of the Registrable Securities otherwise to be included in such registration. The Company shall so will advise all Holders and Founders participating in the Holder and the other stockholders distributing their securities through registration of any such underwriting pursuant to piggyback registration rights similar to this Section 2limitation, and the number of shares of Registrable Securities and other securities or Founders Stock that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesregistration. If any Holder or Founder disapproves of the terms of any such underwriting, he such Holder or she Founder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded The Registrable Securities 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, and then the Company shall not be transferred offer to all persons who have retained the right to include securities in a public distribution prior to 180 days after the effective date of the registration statement relating theretothe 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. In If the case Investors intend to distribute the Shares by means of an underwritten offering in which a Holder has elected to include such Holder's sharesunderwriting, it shall so advise the Company. The right of any Holder holder of Other Registrable Shares to have such shares included in the registration shall be conditioned upon such Holderholder'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. (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 Shares, shall request inclusion in any registration pursuant to 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 acceptance of the further applicable provisions of this Agreement. If any Holder proposes to distribute its securities through such underwriting, such Holder The Company shall (together with the Company all holders of Other Registrable Shares and any other stockholders distributing officers and directors proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or representative of the underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder which underwriter(s) shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation reasonably acceptable to the Company or any underwriter with respect thereto. Investors. (ii) Notwithstanding any other provision of this Section 2, if the managing underwriter notifies representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder Investors and the all holders of Other Registrable Shares and other stockholders distributing their shareholders whose securities through such underwriting would otherwise be underwritten pursuant to piggyback registration rights similar to this Section 2such registration, and the number of shares of Other Registrable Securities Shares and other securities that may be included in the registration and underwriting shall be allocated in the following manner: the 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 the Holder and any other participating stockholders all holders of Registrable Shares in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by Shares which they had requested to be included in such Holder and other securities held by other stockholders registration at the time of filing the registration statement; provided that . No Registrable Shares or any other securities excluded from the aggregate amount underwriting by reason of Registrable Securities held by each selling Holder the underwriter's marketing limitation shall also be included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, such registration. (iii) If the Company or the underwriters may round the number any officer, director or holder of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder Other Registrable Shares who has requested inclusion in such registration and underwriting as provided above disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterInvestors. Any The securities excluded or so withdrawn from such underwriting shall also 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.

Underwriting. If the registration of which HSNS gives notice is for a registered public offering involving an underwriting, HSNS shall so advise the Stockholders as a part of the written notice given pursuant to part (a)(i) above. In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder Stockholder to registration pursuant to this PARAGRAPH 4.15 shall be conditioned upon such HolderStockholder's participation in such underwriting and the inclusion of Registrable Securities such Stockholder's Common Stock in the underwriting to the extent provided herein. If any Holder proposes All Stockholders proposing to distribute its securities their Common Stock through such underwritingunderwriting shall, such Holder shall (together with HSNS and the Company and any other stockholders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretoHSNS. Notwithstanding any other provision of this Section 2PARAGRAPH 4.15, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be underwritten, the underwriter may limit the number of Stockholder's Common Stock to be included in the registration and underwriting, or may exclude Stockholder's Common Stock entirely from such registration and underwriting exceeds subject to the number that can be sold in such underwriting without adversely affecting the marketability terms of the offering, the managing underwriter may limit the Registrable Securities to be included in such registrationthis Section 2.3. The Company HSNS shall so advise the Holder all holders of HSNS's securities that would otherwise be registered and the other stockholders distributing their securities through such underwriting underwritten pursuant to piggyback registration rights similar to this Section 2hereto, and the number of shares of Registrable Securities and other securities such securities, including Stockholder's Common Stock, that may be included in the registration and underwriting shall be allocated in the following manner: shares, other than Stockholder's Common Stock and other securities that have contractual rights with respect to registration similar to those provided for in this PARAGRAPH 4.15, requested to be included in such registration by shareholders shall be excluded, and if a limitation on the number of shares is still required, the number of Stockholder's Common Stock and other securities that have contractual rights with respect to registration that may be included shall be allocated among the Holder and any other participating stockholders holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by Stockholder's Common Stock and such Holder and other securities held by other stockholders each such holder at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offeringRegistration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder disapproves of the terms For purposes of any such underwritingunderwriter cutback, he all Common Stock and other securities held by any holder that is a partnership or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting corporation, 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.also include any

Underwriting. In the case If a Piggyback Registration is for a registered public offering involving an underwriting (an "Underwritten Offering") or pursuant to a registration required by a purchaser of an underwritten Company shares pursuant to a private offering in which (a Holder has elected to include such Holder's shares"PIPE Offering"), the right Company shall so advise Executive as part of any Holder to registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided hereinnotice given pursuant hereto. If any Holder proposes to distribute its securities through such underwriting, such Holder The Company shall (together with the Company and any all other stockholders distributing holders of Common Stock proposing to distribute their securities through such underwriting) ), if requested by the underwriter, enter into an underwriting agreement in customary form with the a managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 2ARTICLE IV, if if: (i) the managing underwriter notifies advises the Company in writing that market factors require exclusion of shares to be sold by selling stockholders, or a limitation of the number of securities proposed shares to be included in so sold, then the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, Executive and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all holders of Common Stock proposing to distribute their securities through such underwriting (except those holders who have indicated to the Holder and Company their decision not to distribute any other participating stockholders of their Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities securities held by such Holder and other securities held by other stockholders holders at the time of filing the registration statement; provided that and (ii) if the aggregate amount securities issuance documents in the PIPE Offering as interpreted by the Company's Board of Directors impose any restriction on the Company granting registration rights to other persons during the pendency of the PIPE Offering or at any particular time thereafter, then the Company shall be under no obligation to register any of the Option Shares during the applicable period of time so required by the PIPE Offering documents. No Registrable Securities held excluded from the underwriting by each selling Holder reason of the underwriter market limitation shall be included in such registration. Notwithstanding anything to the offering contrary in this ARTICLE IV, (a) no reduction shall not be made with respect to securities offered by the Company for its own account in connection with the Piggyback Registration, and (b) no reduction in the securities to be registered by Executive shall occur until all other securities, other than those offered by the Company, have been reduced below 20% pro rata to the reduction of the total amount of securities Registrable Securities which were requested to be included and eligible for resale in that such offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder Executive disapproves of the terms of any such the underwriting, he or she Executive may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterother holders. Any securities excluded or withdrawn from In such underwriting event, the Registrable Securities affected 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.

Underwriting. If the registration of which the Corporation gives notice is for a registered public offering involving an underwriting, the Corporation shall so advise the Holders as a part of the written notice given pursuant to Section 4(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to this Section 4 shall be conditioned upon such Holder's ▇▇▇▇▇▇’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its securities dispose of their Registrable Securities through such underwriting, such Holder shall (together with the Company Corporation and any the other stockholders parties distributing their securities through such underwriting) , shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretoCorporation. Notwithstanding any other provision of this Section 24, if the managing underwriter notifies underwriters shall reasonably advise the Company in writing Corporation that marketing factors (including, without limitation, an adverse effect on the per security offering price) require a limitation of the number of securities proposed Registrable Securities to be included in underwritten, then the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter Corporation may limit the number of Registrable Securities to be included in such registrationthe registration and underwriting, subject to the terms of this Section 4. The Company Corporation shall so advise the Holder and the other stockholders distributing their securities through all Holders of Registrable Securities that have requested to participate in such underwriting pursuant to piggyback registration rights similar to this Section 2offering, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among in the Holder and any other participating stockholders in proportion, as nearly as practicablefollowing manner: first, to the respective amounts Corporation and second, to the Holders and other holders of Registrable Securities exercising a contractual right pursuant to this Section 4 to dispose of Registrable Securities in such underwriting on a pro rata basis based on the total number of Registrable Securities held by such Holder persons; provided, that any Registrable Securities thereby allocated to any such person that exceed such person’s request shall be reallocated among the remaining requesting Holders and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount requesting holders of Registrable Securities held in like manner. No such reduction shall (i) reduce the securities being offered by each selling Holder the Corporation for its own account to be included in the offering shall not be reduced registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration to below 20% twenty-five percent (25%) of the total amount of securities Class A Common Stock included in that offering. To facilitate such registration, unless such offering does not include Class A Common Stock of any other selling security holders, in which event any or all of the allocation Registrable Securities of shares the Holders may be excluded in accordance with the above provisionsimmediately preceding sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. For the avoidance of doubt, the Company or the underwriters may round nothing in this Section 4(b) is intended to diminish the number of shares allocated securities to be included by the Holder or other stockholders to Corporation in the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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 180 days after the effective date of the registration statement relating thereto.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Seller as a part of the written notice given pursuant to Section 7(a). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder Seller to registration pursuant to this Section 7 shall be conditioned upon such HolderSeller's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder shall Seller (together with the Company and any other stockholders holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations Company and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation reasonably acceptable to the Company or any underwriter with respect theretoand Seller. Notwithstanding any other provision of this Section 27, if the managing underwriter notifies the Company in writing determines that the total number of securities proposed to be included sold in the underwriting exceeds offering is so large as to materially threaten the number that can be sold in success of such underwriting without adversely affecting the marketability of the offering, then the managing underwriter may limit the Registrable Securities to be included in such registration. The Company , and shall so advise deliver written notice to the Holder and Seller of such limitation specifying the other stockholders distributing their securities through reason for such underwriting pursuant to piggyback registration rights similar to this Section 2, limitation and the number of shares that Seller may thereafter include in such registration. In such event, the managing underwriter shall first limit or exclude the securities of any securityholder that, at such time, is not a party to a written agreement with the Company that continues to provide for the registration of such Ordinary Shares by the Company and shall thereafter limit or exclude the Registrable Securities and other securities proposed to be registered for the account of any securityholder that, at such time, is a party to a written agreement with the Company that may continues to provide for the registration of such securities by the Company, on a pro rata basis based upon the total amount of securities entitled to be included in the registration and underwriting shall be allocated among the Holder owned by each of Seller and any other participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided securityholder. The Seller hereby acknowledges that the aggregate amount of Registrable Securities held Company may, in connection with any such registration, enter into an appropriate registration rights agreement with its existing Section 13 Filers to permit them to participate in such registration as contemplated by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesimmediately preceding sentence. If any Holder Seller disapproves of the terms of any such underwriting, he or she it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriter and the underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after reallocated among the effective date remaining holders of the registration statement relating theretoCompany's securities in the manner set forth above.

Underwriting. In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, the The right of any Holder to registration ------------ pursuant to this Section 1.6 shall be conditioned upon the participation by such Holder's participation Holder in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes Those parties proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision provisions of this Section 21.6, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder all Holders, and the other stockholders holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2underwriting, and the number of shares of Registrable Securities Securities, and other securities that may be included in the registration and underwriting shall be allocated among the Holder Company, the Holders and any the other participating stockholders holders as follows: first to the Company so as to permit the Company to include all shares that the Company desires to sell; second, to the Holders pro-rata, in proportion to the respective amount of Registrable Securities held by such Holders at the time of the filing of the registration statement; and third, to all other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities securities entitled to inclusion (determined with regard to any requirement of a request to be included in such registration) in such registration held by all such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offeringholders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters underwriter may round the number of shares allocated to the Holder any Holder, or other stockholders holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded included 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. In the case event that a registration pursuant to Section 5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of an underwritten offering in which a Holder has elected the notice given pursuant to include Section 5(a)(i). In such Holder's sharesevent, the right of any Holder to registration pursuant to Section 5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder The Company shall (together with the Company and any other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the a managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 25, if the managing underwriter notifies advises the Company Holders in writing that market factors require a limitation of the number of securities proposed shares to be included in underwritten, then the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, all holders of Registrable Securities and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Holder and Company their decision not to distribute any other participating stockholders of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders Holders at the time of filing the registration statement; provided that the aggregate amount of . No Registrable Securities held excluded from the underwriting by each selling Holder reason of the underwriter's market limitation shall be included in the offering shall not be reduced below 20% of the total amount of securities included in that offeringsuch registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the any Holder or other stockholders to the nearest 100 one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterother Holders. Any The Registrable Securities and/or other securities excluded or withdrawn from held by such underwriting Holder affected shall be withdrawn from such registration, and such withdrawn Registrable Securities shall not be transferred in a public distribution prior to 180 one hundred twenty (120) days after the effective closing date of such registration, or such other shorter period of time as the registration statement relating theretounderwriters may require, or as required by law.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to this Section 3.3 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its securities their Registrable Securities through such underwritingunderwriting shall, such Holder shall (together with the Company and any the other stockholders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 23.3, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registrationregistration and underwriting subject to the terms of this Section 3.3. The Company shall so advise all holders of the Holder Company’s securities that would otherwise be registered and the other stockholders distributing their securities through such underwriting underwritten pursuant to piggyback registration rights similar to this Section 2hereto, and the number of shares of such securities, including Registrable Securities and other securities Securities, that may 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 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 Holder and any other participating stockholders Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such Holder and other securities held by other stockholders at the time of filing the Registration Statement; provided, however, that the aggregate value of securities (including Registrable Securities) to be included in such registration statement; provided by the Holders may not be so reduced to less than 25% of the total value of all securities included in such registration except 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 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 Registrable Securities held shares carrying registration rights owned by each selling Holder all entities and individuals included in such “selling holder,” as defined in this sentence. No securities excluded from the offering shall not be reduced below 20% underwriting by reason of the total amount of securities underwriter’s marketing limitation shall be included in that offeringsuch registration. To facilitate the allocation of shares Except as specifically set forth herein, nothing in accordance with the above provisions, the Company or the underwriters may round this Section 3.3(b) is intended to diminish the number of shares allocated securities to be included by the Holder or other stockholders to Company in the nearest 100 sharesunderwriting. If any Holder disapproves of the terms of any such the underwriting, he or she it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or The Registrable Securities so withdrawn from such underwriting shall also 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.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to SECTION 5.2(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to this SECTION 5.2 shall be conditioned upon such Holder's participation in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 2SECTION 5.2, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit exclude some or all of the Registrable Securities to be included in Securities, or securities of other holders of registration rights other than persons exercising demand registration rights, from such registration. The Company shall so advise the Holder all Holders, and the other stockholders holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to of any limits imposed on their participation in the underwriting as provided in this Section 2, and the SECTION 5.2(b). The number of shares of Registrable Securities and Securities, or securities of other securities holders of registration rights other than persons exercising demand registration rights, that may be included in the registration and underwriting in accordance with this SECTION 5.2(b) shall be allocated among all the Holder Holders and any such other participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount holders of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesnot exercising demand registration rights pro rata. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not continue to be transferred in a public distribution prior subject to 180 days after the effective date terms of this Agreement, including SECTION 6 hereof. Furthermore, (i) No shareholder of the registration statement relating theretoCompany shall be granted any rights superior to those granted to the Preferred Stockholders pursuant to this SECTION 5.2 without the prior consent of more than Fifty-One Percent (51%) of (i) the then outstanding shares of Preferred Stock plus (ii) if some or all of the Preferred has been converted into Common Stock, the Conversion Stock issued pursuant to such conversion and Shares underlying the Warrants.

Underwriting. In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, the The right of any Holder to registration pursuant to ------------ this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder shall (together with the Company and any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 2, if the managing underwriter notifies advises the Company Holders registering shares of Common Stock in writing that marketing factors require a limitation on the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit then the Registrable Securities to be included in such registration. The of the Holders, the securities of the Company shall so advise the Holder and the securities held by any other stockholders distributing their securities through such underwriting pursuant shall be excluded from the underwriting by reason of the underwriter's marketing limitation to piggyback registration rights similar to this Section 2the extent so required by such limitation as follows: (a) first, and the securities held by such other stockholders distributing their securities through such underwriting shall be excluded in a manner such that the number of any shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be by such holders are allocated among the Holder and any other participating stockholders in proportion, as nearly as practicable, practicable to the respective amounts of such securities proposed to be offered by such persons in such registration, (b) if after all securities held by such other stockholders have been excluded and additional shares shall be excluded, Registrable Securities of the Holders shall be excluded in a manner such that the number of any Registrable Securities that may be included by such Holders are allocated in proportion, as nearly as practicable to the amounts of Registrable Securities held by such Holder Holders, and other (c) if after all securities held by the Holders and such other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering have been excluded and additional shares shall not be reduced below 20% excluded, securities of the total amount of securities included in that offeringCompany shall be excluded. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the If any Holder or other stockholders to the nearest 100 shares. If any Holder disapproves disapprove of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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 180 ninety (90) days after the effective date of the registration statement relating thereto.

Underwriting. In the case event that a registration pursuant to Section 1.3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders by promptly giving written notice of an underwritten offering in which a Holder has elected the proposed registration to include all other Holders. In such Holder's sharesevent, the right of any Holder to participate in such registration shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder The Company shall (together with the Company and any other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, as applicable, but subject to the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretoreasonable approval. Notwithstanding any other provision of this Section 21.3, if the managing underwriter notifies advises the Company Initiating Holders, in writing that that, in its good faith judgment, marketing factors require a limitation of the number of securities proposed shares to be included in underwritten, then the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, all participating Holders and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders Holders at the time of filing the registration statement; provided that . No Registrable Securities excluded from the aggregate amount underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If the underwriter has not limited the number of Registrable Securities held by each selling Holder to be underwritten, the Company may include securities for its own account (or for the account of other shareholders) in such registration if the underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited. If the offering shall not be reduced below 20% number of Registrable Securities excluded from the underwriting exceeds fifty percent (50%) of the total amount of securities Registrable Securities requested to be included in that offering. To facilitate such underwriting by the allocation Holders, then Holders of shares a majority of the Registrable Securities requested to be included in accordance with such underwriting may elect to terminate the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesregistration and underwriting and such terminated registration shall not count as a registration effected under this Section 1.3. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriter. 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 180 days after the effective date of the registration statement relating theretoInitiating Holders.

Underwriting. In If the case Investor or Eligible Holder(s) intend(s) to distribute the Registrable Securities covered by its (their) request by means of an underwritten offering in which underwriting, then the Investor or such Eligible Holder(s) shall so advise the Company as a Holder has elected part of its request made pursuant to include such Holder's shares, the right of any Holder Section 2.1(a). All Holders proposing to registration shall be conditioned upon such Holder's participation in distribute their Registrable Securities through such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder shall (together with the Company and any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall Holders of a majority of the Registrable Securities to be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretocovered thereby. Notwithstanding any other provision of this Section 22.1, if the managing underwriter notifies underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities proposed to be included in underwritten, then the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2Eligible Holder(s), and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among the Holder Holders and any other participating stockholders in proportion, as nearly as practicable, the Existing Registration Right Holders on a pro rata basis according to the respective amounts number of Registrable Securities then outstanding held by each Holder as to which such Holder is requesting registration and the number of Ordinary Shares then outstanding held by each such Existing Registration Right Holder as to which such Existing Registration Right Holder is requesting registration; provided, however, that the Ctrip Registrable Securities may, at Ctrip’s election, be included in such registration before applying any such reduction; and provided, further, that the number of Registrable Securities held by such any Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder to be included in the offering such underwriting and registration shall not be reduced below 20% of unless all other securities (other than the total amount of Ctrip Registrable Securities) are first excluded from the underwriting and registration (including, without limitation, any securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, which the Company or may seek to include in the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesunderwriting for its own account). If any a Holder disapproves of the terms of any such underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriterunderwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such the registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to this Section 1.3 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its securities their Registrable Securities through such underwritingunderwriting shall, such Holder shall (together with the Company and any the other stockholders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 21.3, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registrationregistration and underwriting subject to the terms of this Section 1.3. The Company shall so advise all holders of the Holder Company’s securities that would otherwise be registered and the other stockholders distributing their securities through such underwriting underwritten pursuant to piggyback registration rights similar to this Section 2hereto, and the number of shares of such securities, including Registrable Securities and other securities Securities, that may 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 1.3, requested to be included in such registration by stockholders shall be excluded, and (ii) second, if a limitation on the number of shares is still required, the number of securities to be included shall be allocated among the Holder holders of Registrable Securities and any other participating stockholders securities that have contractual rights with respect to registration similar to those provided for in this Section 1.3 in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders each such holder at the time of filing the Registration Statement; provided, however, that the aggregate value of securities (including Registrable Securities) to be included in such registration statement; provided by the Holders may not be so reduced to less than 25% of the total value of all securities included in such registration except in the Company’s first Qualified Public Offering (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 (as defined below) of any such partners, retired partners, members and any trusts for the benefit of any of the foregoing persons, and 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 Registrable Securities held shares carrying registration rights owned by each selling Holder all entities and individuals included in such “selling holder,” as defined in this sentence. No securities excluded from the offering shall not be reduced below 20% underwriting by reason of the total amount of securities underwriter’s marketing limitation shall be included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Except as specifically set forth herein, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto.nothing in

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to Section 1.3 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth Company and approved by the Holders of a majority of Registrable Securities proposed to be included in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretoregistration. Notwithstanding any other provision of this Section 21.3, if the managing underwriter notifies the Company in writing determines that marketing factors require limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder all Holders and the other stockholders holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting (other than on behalf of the Company) shall be allocated among all participating Holders and such other holders (provided that such other holders have contractual rights to participate in such registration which are not subordinate to the Holder and any other participating stockholders Holders) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held or other securities requested to be included in such registration by such Holder Holders and such other securities held by other stockholders at holders; provided, however, in no event shall the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder of the Holders included in the offering shall not be reduced below 20% twenty-five percent (25%) of the total amount of securities included in that 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 consent 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, to be included in such registration; provided further, however, the number of shares of Conversion Stock included in the registration shall not be reduced unless there are first excluded all other securities (including Common Stock held by the Founders) proposed to be included in the registration (other than securities registered for the account of the Company). To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the any Holder or other stockholders holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any 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 180 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. In The Initiating Holders of any given demand registration pursuant to this Section 1.4 shall determine the case method of distribution. If the Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of an underwritten offering in which a Holder has elected underwriting, they shall so advise the Company as part of their demand made pursuant to Section 1.4 and the Company shall include such Holder's shares, information in the written notice referred to in this Section 1.4(a)(i). The right of any Holder to registration pursuant to Section 1.4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested and provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder The Company shall (together with the Company all Holders and any other stockholders distributing parties proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative(s) of an underwriter or underwriters of recognized national standing (the "Underwriter's Representative") selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation subject to the Company or any underwriter with respect theretoapproval of the Initiating Holders, which shall not be unreasonably withheld. Notwithstanding any other provision of this Section 21.4, if the managing underwriter notifies Underwriter's Representative advises the Company and the Initiating Holders in writing at any time prior to effectiveness that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter Company shall so advise all holders of Registrable Securities, and the Underwriter's Representative may limit the number of Registrable Securities to be included in the registration and underwriting; PROVIDED, HOWEVER, that if the registration was demanded (i) by the Holders of not less than twenty-five (25%) of the outstanding Series C Registrable and Securities Series D Registrable Securities then any such registration. The Company shall so advise the Holder and the other stockholders distributing their limitation will first exclude securities through such underwriting pursuant to piggyback registration rights similar to this Section 2that are not Series C Registrable Securities or Series D Registrable Securities, and to the extent Series C Registrable Securities and/or Series D Registrable Securities are excluded, they shall be excluded on a pro-rata basis in proportion to the number of shares of Series C Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of and/or Series D Registrable Securities held by each selling Holder included such Holder; or (ii) by one or more Holders of Series C Registrable Securities or by one or more Ares Affiliates, then any such limitation will first exclude securities that are not Series C Registrable Securities or Series D Registrable Securities held by an Ares Affiliate, and to the extent Series C Registrable Securities and/or Series D Registrable Securities held by an Ares Affiliate are excluded, they shall be excluded on a pro-rata basis in proportion to the offering shall not be reduced below 20% number of Series C Registrable Securities and/or Series D Registrable Securities held by each such Holder. The Company and/or the total amount of securities included Underwriters's Representative may, in that offering. To facilitate the allocation of shares in accordance with the above provisionstheir sole discretion, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders securities offered hereunder to the nearest 100 shares. No securities excluded from the underwriting by reason of the Underwriter's Representative marketing limitation shall be included in such registration. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the Underwriter's Representative and the managing underwriterInitiating Holders. Any The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration; PROVIDED, HOWEVER, that, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other participating Holders may be included in such registration (up to the maximum of any limitation imposed by the Underwriter's Representative), then the Company shall allocate such greater number of Registrable Securities first to the Initiating Holders of such registration, on a pro-rata basis in proportion to the number of Registrable Securities then held by each such Initiating Holder, and second to such other Holders on a pro rata basis in proportion to the number of shares of Registrable Securities requested by such other Holders. Any Registrable Securities so withdrawn from registration shall be subject to the market standoff provisions set forth in Section 1.14 hereof. If the Underwriter's Representative has not limited the number of Registrable Securities to be transferred in a public distribution prior to 180 days after underwritten, the effective date Company may include securities for its own account or for the account of other shareholders of the Company in such registration statement relating theretoif the Underwriter's Representative so agrees.

Underwriting. In 4.3.1 If the case distribution of Registrable Securities under this Section 4 is to be effected by means of an underwritten offering in which a Holder has elected underwriting, the Company shall advise the Holders as part of the notice given pursuant to include such Holder's shares, Section 4.1.1 that the right of any Holder to registration pursuant to Section 4.1 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 4.3, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If any Holder proposes in this Section 4.3. 4.3.2 The Company shall, together with all Holders proposing to distribute its their securities through such underwriting, such Holder shall (together with the Company and any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the F-3 Initiating Holders subject to the Company; provided’s reasonable approval (including, howeverwithout limitation, that, except as set forth in Section 8 hereof, no Holder shall be required to make appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any representation other governmental requirements or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. regulations). 4.3.3 Notwithstanding any other provision of this Section 24, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders requesting to be included in the Holder registration and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2underwriting, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated pro rata among all Holders requesting to be included in the Holder registration and any other participating stockholders underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders them at the time of filing the registration statement; provided provided, however, that the aggregate amount number of shares of Registrable Securities held by each selling Holder to be included in the offering such underwriting and registration shall not be reduced below 20% of unless all other securities held by the total amount of securities included in that offering. Company are first entirely excluded from the underwriting and registration. 4.3.4 To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the any Holder or other stockholders Ordinary Shareholders to the nearest 100 shares. . 4.3.5 If any Holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company and the managing underwriterCompany. Any securities Registrable 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.

Underwriting. If Investor intends to distribute the Registrable Securities covered by its request by means of an underwriting, then it shall so advise the Company as a part of its request made pursuant to this Section 2.4. In the case event of an underwritten offering in which a Holder has elected to include such Holder's sharesoffering, the right of any Holder 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 Investor’s Registrable Securities in the underwriting to the extent provided herein. If any Holder Investor proposes to distribute its securities through such an underwriting, such Holder it shall (together with the Company and any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by it and reasonably acceptable to the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 22.4, if the managing underwriter notifies underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities proposed to be underwritten, then the Company shall so advise Investor, and the number of Registrable Securities that may be included in the underwriting exceeds shall be reduced as required by the underwriter(s) and allocated among the holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then held by each Shareholder requesting registration (including Investor); provided, however, that can be sold in such underwriting without adversely affecting the marketability number of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder underwriting and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of any of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesGroup Companies. If any Holder Investor disapproves of the terms of any such underwriting, he or she Investor may elect to withdraw therefrom by written notice to the Company and the managing underwriterunderwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities 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 shall not be transferred individuals included in a public distribution prior to 180 days after the effective date of the registration statement relating theretosuch “Shareholder,” as defined in this sentence.

Underwriting. In If the case Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritten offering in which underwriting, they shall so advise the Company as a Holder has elected part of their request made pursuant to Section 4.1 and the Company shall include such Holder's shares, information in the written notice referred to in Section 4.1(a). The right of any Holder to registration pursuant to Section 4.1 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 requested (unless otherwise mutually agreed by a majority in interest of the Holders and such Holder) to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder The Company shall (together with the Company and any other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting jointly by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations Company and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretoInitiating Holders. Notwithstanding any other provision of this Section 24.1, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included underwritten and so advises the Initiating Holders in writing, then the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company Initiating Holders shall so advise all Holders (except those Holders who have indicated to the Holder and the other stockholders distributing Company their securities decision not to distribute any of their Registrable Securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, underwriting) and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders all such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held owned by such Holder and other securities held by other stockholders Holders at the time of filing the registration statement; provided that the aggregate amount of . No Registrable Securities held excluded from the underwriting by each selling Holder reason of the underwriter's marketing limitation shall be included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharessuch registration. If any Holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterInitiating Holders. Any The Registrable Securities 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; and, provided further that in the event that the withdrawal of a Holder, and shall not be transferred the subsequent inclusion of additional Registrable Securities by other Holders, results in a public distribution prior to 180 days after the effective date less than 20% of the Registrable Securities or in an anticipated aggregate offering price to the public of less than ten million dollars ($10,000,000), the Company shall no longer be required to effect such registration statement relating theretopursuant to this Section 4.1. 6. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or the account of others 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.

Underwriting. In If the case registration of an underwritten offering in which a Holder has elected securities pursuant to include such Holder's sharesthis Section 3 is underwritten, the Company shall so advise Purchaser as a part of the written notice given under Section 3(a). In such event, Purchaser's right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such HolderPurchaser's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be subject to the extent limitations provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder shall The Company (together with the Company and any other stockholders distributing their securities through such underwritingPurchaser) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 23, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise the holders of securities proposed who have requested to include their securities in such registration, and the number of shares to be included in such registration shall be reduced by such minimum number of shares as is necessary to comply with such limitation, as follows: i. if the underwriting exceeds registration was initiated for the account of any holder of HP Registrable Securities pursuant to Section 2 of the HP Registration Agreement, the number that can of shares reduced shall be sold (A) first, any shares sought to be registered by the Company for its own account, (B) second, if further reductions are required, any shares sought to be registered by other holders (including Purchaser) who have requested to include their securities in such underwriting without adversely affecting registration, pro rata among such holders based on the marketability number of the offering, the managing underwriter may limit the Registrable Securities shares requested to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and (C) third, if still further reductions are required, any HP Registrable Securities; ii. if the registration was initiated for the account of any security holder or holders other than Purchaser or any holder of HP Registrable Securities (the "Initiating Holders"), the number of shares reduced shall be (A) first, any shares sought to be registered by the Company for its own account, (B) second, if further reductions are required, any shares sought to be registered by holders of Registrable Securities and securities other than the Initiating Holders who have requested to include their securities that may in such registration, pro rata based on the number of shares requested to be included in the such registration and underwriting shall be allocated among the Holder and (provided that if any other participating stockholders in proportion, as nearly as practicable, to the respective amounts holder of HP Registrable Securities held by such Holder and other securities held by other stockholders at has requested, pursuant to Section 3 of the time of filing the registration statement; provided HP Registration Agreement, that the aggregate amount of HP Registrable Securities held by each selling Holder be included in such registration, the offering shall HP Registrable Securities sought to be so included may not be reduced below 20to less than 30% of the total amount value of the securities to be distributed through such registration), and (C) third, if still further reductions are required, any securities sought to be registered by the Initiating Holders. iii. if the registration was initiated by the Company for its own account, the 6 number of shares reduced shall be (A) first, any shares sought to be registered by holders of securities included who have requested to include their securities in that offering. To facilitate the allocation of shares in accordance with the above provisionssuch registration, the Company or the underwriters may round pro rata based on the number of shares allocated requested to the Holder or other stockholders to the nearest 100 shares. If be included in such registration (provided that if any Holder disapproves holder of the terms HP Registrable Securities has requested, pursuant to Section 3 of any such underwritingthe HP Registration Agreement, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall that HP Registrable Securities be withdrawn from included in such registration, and shall the HP Registrable Securities sought to be so included may not be transferred in a public distribution prior reduced to 180 days after the effective date less than 30% of the registration statement relating theretototal value of the securities to be distributed through such registration) and (B) second, if further reductions are required, shares sought to be registered by the Company for its own account.

Underwriting. In If the case Company intends to distribute the Registrable Securities covered by its registration by means of an underwritten offering in which offering, the Company shall so advise the Holders as a Holder has elected part of the written notice given pursuant to include Section 2.5(a)(i). In such Holder's sharesevent, the right of any Holder to registration pursuant to this Section 2.5 shall be conditioned upon such Holder's ’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting underwritten offering to the extent provided herein. If any Holder proposes 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 its securities through such underwriting, such Holder shall (together with the Company and any 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 the managing underwriter or underwriters selected for such underwriting by the Company; provided. Such underwriting agreement shall contain such representations and warranties by, howeverand the other agreements on the part of, that, except the Company to and for the benefit of the Holders and Third Party Holders party thereto as set forth are customarily made by issuers to selling stockholders in Section 8 hereof, no secondary underwritten public offerings. No Holder or Third Party Holder shall be required entitled to make any representation or warranty to any underwriter (other than representations and warranties regarding 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 Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretounderwriting agreement. Notwithstanding any other provision of this Section 22.5, if the managing underwriter notifies or underwriters of a proposed underwritten offering of the Registrable Securities included in a registration pursuant to this Section 2.5 shall advise the Company and the Sponsor Holders that have requested to participate in writing such registration that the number of securities proposed requested to be included in the underwriting such registration exceeds the number that which can be sold in such underwriting offering without adversely affecting being likely to have a significant adverse effect on the marketability price, timing or distribution of the offeringsecurities offered or the market for the securities offered, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and then the number of shares of Registrable Securities and other securities that may be included in the such registration and underwriting shall be allocated among (1) first, 100% of the Holder securities that the Company proposes to sell, (2) second, and any other participating stockholders only if all the securities referred to in proportionclause (1) have been included, as nearly as practicable, to the respective amounts number of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount 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 such Sponsor Holders, Management Holders and Temasek Holders that have requested to participate in such registration based on the relative number of Registrable Securities then held by each selling such Sponsor Holder, Management Holder included and Temasek Holder (provided, that any 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 offering shall not be reduced below 20% of the total amount of securities included referred to in that offering. To facilitate the allocation of shares in accordance with the above provisionsclause (2) have been included, the Company or the underwriters may round the number of shares Registrable Securities that the other 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 Holder remaining requesting Holders in like manner) and (4) fourth, and only if all of the 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 other stockholders underwriters, can be sold without having such adverse effect in such registration; provided, that notwithstanding the foregoing, the shares of Registrable Securities that may be included in such registration shall be subject to the nearest 100 sharesPriority Sell-Down. If any Holder disapproves No securities excluded from the underwriting by reason of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded ’s or withdrawn from such underwriting underwriters’ marketing limitation shall be withdrawn from included in 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.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.5(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to this Section 3.5 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 23.5, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit on a pro rata basis the number of Registrable Securities to 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 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 of the Holders may be excluded 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 the Holder all Holders and the other stockholders holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holder and any other participating stockholders Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offeringRegistration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the any Holder or other stockholders 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 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 “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. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw such Holder shall be excluded therefrom by written notice to the Company and Holder from the managing underwriterCompany. Any 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 180 ninety (90) days after the effective date of the registration statement relating theretothereto (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. In If the case of registration statement under which the Company gives notice under this Section 2.2 is for an underwritten offering in which a Holder has elected to include offering, the Company shall so advise the Holders. In such Holder's sharesevent, the right of any such Holder to be included in a registration pursuant to this Section 2.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Each Holder proposes proposing to distribute its securities Registrable Securities through such underwriting, such Holder 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 any other stockholders distributing their securities through such underwriting) enter into to execute on the Holder's behalf an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided. If any Holder is or will be unable to deliver any document reasonably required by the underwriters to register such Registrable Securities, however, that, except as set forth in Section 8 hereof, then the Company shall have no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretoinclude such Registrable Securities in such registration. Notwithstanding any other provision of this Section 2the Agreement, if the managing underwriter notifies the Company determines in writing good faith that the number marketing factors require a limitation of securities proposed to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares to be underwritten, the number of Registrable Securities and other securities shares that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders in proportion, as nearly as practicablefollows: first, to the respective amounts 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 and other or a holder under the Registration Rights Agreement) on a pro rata basis. No such reduction shall reduce the securities held being offered by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder Company for its own account to be included in the offering shall not registration and underwriting. In no event will shares of any other selling stockholder be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round such registration which would reduce the number of shares allocated to which may be included by Holders without the Holder or other stockholders to the nearest 100 shares. If any Holder disapproves written consent of Holders of not less than two-thirds (66 2/3%) of the terms of any such underwriting, he or she may elect Registrable Securities proposed to withdraw therefrom by written notice to be sold in the Company and the managing underwriter. 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 180 days after the effective date of the registration statement relating theretooffering.

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 as a part of the written notice given pursuant to subsection I .2(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to subsection 1.2 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. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter . (other than representations and warranties regarding such Holder or such Holder's intended method of distributionii) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 2subsection 1.2, if the underwriter managing underwriter notifies the Company in writing such public offering determines that marketing factors require a limitation of the number of shares to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's securities proposed to the general public, the underwriter may limit the number of Registrable Securities to be included in the underwriting exceeds registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the number that can be sold in such underwriting without adversely affecting the marketability first registered offering of the offeringsale of the Company"s securities to the general public, the managing underwriter may limit the amount of securities to be included in the registration and underwriting by the Company"s shareholders; provided however, the number of Registrable Securities to be included in such registrationregistration 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 the Holder all Holders of Registrable Securities which would otherwise be registered and the other stockholders distributing their securities through such underwriting underwritten pursuant to piggyback registration rights similar to this Section 2hereto, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holder and other securities held by other stockholders at Holders as of the time date of filing the registration statementnotice pursuant to subsection 1 .2(a)(i) above; provided that the aggregate amount number of shares of Registrable Securities held by each selling Holder requested to be included in the offering such underwriting shall not be reduced below 20% of unless all other securities being sold by shareholders other than the total amount of securities included in that offering. To facilitate Holders are fast entirely excluded from the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesUnderwriting. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable 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.

Underwriting. In If either Purchaser intends to distribute the case Registrable Stock covered by its request by means of an underwriting, such Purchaser shall so advise the Company as a part of its request made pursuant to Section 8(b). If officers and directors of the Company holding other securities of the Company or if holders of securities of the Company who are entitled, by contract with the Company or otherwise, to have securities included in such a registration (the "Other Stockholders") request inclusion in any such underwritten offering in which a Holder has elected registration, the Purchaser shall offer to include the shares of such Holder's sharesofficers, directors and Other Stockholders in the right underwriting and may condition such offer on their acceptance of any Holder to registration shall be conditioned upon such Holder's participation in the further applicable provisions of this Section 8. Each Purchaser requesting such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder Company shall (together with the Company all officers, directors and any other stockholders distributing Other Stockholders proposing to distribute their securities shares through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter representative(s) of the underwriter(s) selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required Company and acceptable to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretoPurchaser. Notwithstanding any other provision of this Section 28.2, if the managing underwriter notifies the Company representatives advise such Purchaser in writing that marketing factors require a limitation on the number of securities proposed shares to be included in underwritten, the shares held by such officers, directors and the Other Stockholders shall be excluded from such registration to the extent so required by such limitation. No shares so excluded from the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to shall be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through If any Purchaser requesting such underwriting pursuant to piggyback or any officer, director or Other Stockholder who has requested inclusion in such registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder disapproves of the terms of any such the underwriting, he or she such Person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterPurchasers. Any securities excluded or The shares so withdrawn from such underwriting shall also be withdrawn from registration. If the underwriter has not limited the number of shares of Registrable Stock or other shares to be underwritten, the Company may include shares of Common Stock for its own account in such registration, registration if the representatives so agree and shall if the number of shares of Registrable Stock and other shares which would otherwise have been included in such registration and underwriting will not thereby be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating theretolimited.

Underwriting. If the Registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 2(b)(i)(1). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder each of the Holders to registration Registration pursuant to this Section 2(b) shall be conditioned upon such Holder's Holders’ participation in such underwriting and the inclusion of such Holders’ Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes The Holders whose shares are to distribute its securities through be included in such underwriting, such Holder Registration shall (together with the Company and any other stockholders the Other Stockholders distributing their securities Securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders under Section 8 2(f)(ii) hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 22(b), if the managing underwriter notifies the Company in writing representative determines that marketing factors require a limitation on the number of securities proposed shares to be underwritten, the Company shall promptly advise all holders of Securities requesting Registration of such limitation, and the number of such shares of Securities that are entitled to be included in the Registration and underwriting exceeds shall be allocated in the number that can be sold in such underwriting without adversely affecting following manner: the marketability Securities of the offeringCompany held by officers, directors and Other Stockholders of the managing underwriter may limit the Company (other than Registrable Securities and other than Securities held by holders who by contractual right demanded such Registration (“Demanding Holders”)) shall be excluded from such Registration and underwriting to be included in the extent required by such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2limitation, and and, if a limitation on the number of shares is still required, the number of Registrable Securities and other securities shares that may be included in the registration Registration and underwriting by each of the Holders and Demanding Holders shall be allocated among the Holder and any other participating stockholders in proportionreduced, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round on a pro rata basis (based on the number of shares allocated of Common Stock of the Company beneficially held by such Holder), by such minimum number of shares as is necessary to the Holder or other stockholders to the nearest 100 sharescomply with such limitation. If any Holder of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by providing prompt written notice to the Company and the managing underwriter. Any securities 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 theretoRegistration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to subsection 9.6(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder to registration pursuant to Section 9.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company Company, directors and any other stockholders officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 29.6, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation on the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities to which would otherwise be included in such registrationunderwritten pursuant hereto. The Company shall so advise the Holder and the other stockholders distributing their all holders of securities through such underwriting pursuant to piggyback registration rights similar to this Section 2requesting registration, and the number of shares of Registrable Securities and other securities that may are entitled to be included in the registration and underwriting shall be allocated in the following manner: 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 the Holder such Holders, directors and any other participating stockholders officers and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders such persons at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, he or she such party may elect to withdraw therefrom by written notice to the Company and the managing 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.

Underwriting. In the case event that a registration pursuant to Section 5.3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of an underwritten offering in which a Holder has elected the notice given pursuant to include Section 5.3(a)(i). In such Holder's sharesevent, the right of any Holder to registration pursuant to Section 5.3 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 5.3, and the inclusion of such Holder's Registrable Securities Securities, as the case may be, in the underwriting to the extent requested shall be limited to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder The Company shall (together with the Company all Holders and any other stockholders distributing holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretoreasonable approval. Notwithstanding any other provision of this Section 25.3, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed Registrable Securities to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter underwriters may limit the Registrable Securities to be included in such registration and underwriting (provided that securities of other securityholders are not included therein). In the event of a limitation on the number of Registrable Securities to be included in a registration. The , the Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2all Holders, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders Holders at the time of filing the registration statement; provided that the aggregate amount of . No Registrable Securities held excluded from the underwriting by each selling Holder reason of the underwriter's marketing limitation shall be included in the offering shall not be reduced below 20% of the total amount of securities included in that offeringsuch registration. To facilitate the allocation of shares Registrable Securities in accordance with the above provisions, the Company or the underwriters may round the number of shares Registrable Securities allocated to the any Holder or other stockholders to the nearest 100 shares. If any Holder disapproves of the terms of any such the underwriting, he or she such Person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. Any securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration, and such securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, or such other shorter period of time as the registration statement relating theretounderwriters may require.

Underwriting. In If the case Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritten offering in which underwriting, they shall so advise the Company as a Holder has elected part of their request made pursuant to this Section 4 and the Company shall include such Holder's shares, information in the written notice referred to in Section 4.1. In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Registrable Securities held by the Initiating Holders and by such Holder) to the extent provided herein. If any Holder proposes All Holders proposing to distribute its securities through such underwriting, such Holder shall (together with the Company and any other stockholders distributing their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth Initiating Holders representing a majority in Section 8 hereof, no Holder interest of the Registrable Securities held by the Initiating Holders (which underwriter or underwriters shall be required reasonably acceptable to the Company), provided that any such underwriting agreement shall not impair the indemnification rights of the Holders granted under Section 8; and provided further, that the representations and warranties given by, and the other agreements on the part of, the Company to and for the benefit of the underwriter(s) shall also be made to and for the benefit of the Holders; and provided further, that the Company shall ensure that no underwriter(s) requires any Holder to make any representation representations or warranty to warranties to, or agreements with, any underwriter (underwriter(s) in a registration other than representations customary representations, warranties and warranties regarding such Holder or agreements relating to such Holder's intended method of distribution) or to undertake any indemnification obligation ’s title to the Company or any underwriter with respect theretoRegistrable Securities and authority to enter into the underwriting agreement. Notwithstanding any other provision of this Section 24, if the managing underwriter notifies advises the Company in writing that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, that the number of securities proposed to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among reduced as required by the Holder underwriter(s) and any other participating stockholders the Company will include in proportionsuch registration (i) first, as nearly as practicable, to the respective amounts maximum number of Registrable Securities held by such Holder and other securities held by other stockholders at requested to be included therein, pro rata among the time respective Holders thereof on the basis of filing the registration statement; provided that the aggregate amount of Registrable Securities held requested to be included in such registration by each selling Holder included in such Holder, and (ii) second, the offering shall not be reduced below 20% of the total maximum amount of other securities requested to be included in that offering. To facilitate therein (including any by the allocation Company), pro rata among the holders of shares in accordance with such other securities on the above provisions, the Company or the underwriters may round basis of the number of shares allocated requested to the Holder or other stockholders to the nearest 100 shares. If any Holder disapproves of the terms of any be included in such underwriting, he or she may elect to withdraw therefrom registration by written notice to the Company and the managing underwritereach such holder. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. For any Holder that is a partnership, corporation or limited liability company, the partners, retired partners, members and stockholders or such registrationHolder, or the estates and shall not be transferred in a public distribution prior to 180 days after family members of any such partners and retired partners, members and any trusts for the effective date 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 statement relating theretorights owned by all entities and individuals included in such “Holder,” as defined in this sentence. If the Underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may sell securities in such registered underwritten offering 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. (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 as a part of the written notice given pursuant to subsection 1.2(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to subsection 1.2 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter . (other than representations and warranties regarding such Holder or such Holder's intended method of distributionii) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 2subsection 1.2, if the underwriter managing underwriter notifies the Company in writing such public offering determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registrationregistration and underwriting. The Company shall so advise the Holder all Holders of Registrable Securities which would otherwise be registered and the other stockholders distributing their securities through such underwriting underwritten pursuant to piggyback registration rights similar to this Section 2hereto, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holder and other securities held by other stockholders at Holders as of the time date of filing the registration statementnotice pursuant to subsection 1.2(a)(i) above; provided that the aggregate amount number of shares of Registrable Securities held by each selling Holder requested to be included in the offering such underwriting shall not be reduced below 20% of unless the total amount of securities included in that offering. To facilitate being sold by shareholders other than the allocation of shares in accordance with Holders are excluded from the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesUnderwriting on a proportional basis. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable 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.

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 the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder holder of Registrable Securities subject to registration pursuant to this Section 3.1 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. If any Holder proposes All holders of Registrable Securities proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing a nationally recognized underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter Company (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto"Underwriter"). Notwithstanding any other provision of this Section 23.1, if the managing underwriter notifies the Company in writing Underwriter determines that marketing factors require a limitation on the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter Underwriter may limit (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities to which would otherwise be included in such registrationunderwritten pursuant hereto. The Company shall so advise the Holder and the other stockholders distributing their all holders of securities through such underwriting pursuant to piggyback registration rights similar to this Section 2requesting registration, and the number of shares of Registrable Securities and other securities that may 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 the Holder and any other participating stockholders all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by securities which they had requested to be included in such Holder and other securities held by other stockholders registration at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall , and second, among persons not be reduced below 20% of the total amount of securities included in that offeringcontractually entitled to registration rights under this Agreement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the If any Preferred Holder or other stockholders to the nearest 100 shares. If any Holder stockholder disapproves of the terms of any such underwriting, he or she such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriterUnderwriter. 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.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Section 8.2(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder to registration pursuant to Section 8.2 shall be conditioned upon such Holder▇▇▇▇▇▇'s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company Company, directors and any other stockholders officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 28.2, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation on the number of securities proposed shares to be included in underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability some or all of the offering, the managing underwriter may limit the Registrable registrable Securities to which would otherwise be included in such registrationunderwritten pursuant hereto. The Company shall so advise the Holder and the other stockholders distributing their all holders of securities through such underwriting pursuant to piggyback registration rights similar to this Section 2requesting registration, and the number of shares of Registrable Securities and other securities that may are entitled to be included in the registration and underwriting shall be allocated in the following manner. 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 the Holder such Holders, directors and any officers and other participating stockholders Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders which they had requested to be included in such registration at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company and the managing 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.

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 as a part of the written notice given pursuant to subsection 1.2(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter . (other than representations and warranties regarding such Holder or such Holder's intended method of distributionii) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 2subsection 1.2, if the underwriter managing underwriter notifies the Company in writing such public offering determines that marketing factors require a limitation of the number of shares to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's securities proposed to the general public, the underwriter may limit the number of Registrable Securities to be included in the underwriting exceeds registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the number that can be sold in such underwriting without adversely affecting the marketability first registered offering of the offeringsale of the Company's securities to the general public, the managing underwriter may limit the amount of securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registrationregistration and underwriting under this subsection 1.2(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 the Holder all Holders of Registrable Securities which would otherwise be registered and the other stockholders distributing their securities through such underwriting underwritten pursuant to piggyback registration rights similar to this Section 2hereto, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holder and other securities held by other stockholders at Holders as of the time date of filing the registration statementnotice pursuant to (a) (i) above; provided that the aggregate amount number of shares of Registrable Securities held by each selling Holder requested to be included in the offering such underwriting shall not be reduced below 20% of unless all other securities being sold by shareholders other than the total amount of securities included in that offering. To facilitate Holders are first entirely excluded from the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesUnderwriting. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable 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.

Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 4.1(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to this Section 4.1 shall be conditioned upon such Holder's participation in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 24.1, if the managing underwriter notifies of such underwritten offering advises the Company in writing that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter Company may limit exclude some or all of the Registrable Securities to be included in from such registrationregistration and underwriting. The Company shall so advise the Holder and the other stockholders all Holders distributing their securities through such registration and underwriting pursuant to piggyback registration rights similar to this Section 2, and of the number of shares of Registrable Securities and other securities that may be included in the registration registration, if any, and the underwriting shall be allocated among first to the Holder and Company and, if additional shares may be sold, subject to any agreement which by its terms would give any other participating stockholders person priority over, or rights similar to those held by, the Holders relating to the inclusion of shares in such registration, such additional shares shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held initially sought to be registered by such Holders in connection with such registration. If any Holder and other securities held disapproves of the terms of the underwriting, such Holder may elect as its sole remedy to withdraw therefrom by other stockholders at written notice, given not less than thirty (30) days prior to the time expected effective date of filing the registration statement; provided that statement filed in connection with such offering, to the aggregate amount Company and the managing underwriter. If any Holder does not agree to the terms of any such underwriting, such Holder shall be excluded therefrom by written notice from the Company or the managing underwriter. No Registrable Securities held excluded from the underwriting by each selling Holder reason of the managing underwriter's marketing limitation or otherwise withdrawn from the underwriting shall be included in such registration. Any securities excluded or withdrawn from an underwriting shall be withdrawn from such registration, and shall continue to be subject to the offering shall not be reduced below 20% terms of the total amount of securities included in that offeringthis Agreement including Section 5 hereof. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the any Holder or other stockholders to the nearest 100 shares. If any Holder disapproves The rights of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and under this Section 4.1(b) shall not be transferred deemed to limit the Company's rights not to include Registrable Securities in a public distribution prior any such registration or to 180 days after delay or terminate registration pursuant to the effective date other provisions of the registration statement relating theretothis Section 4.1.

Underwriting. In the case event that a registration pursuant to Section 3.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of an underwritten offering in which a Holder has elected the notice given pursuant to include Section 3.5(a)(i). In such Holder's sharesevent, the right of any Holder to registration pursuant to Section 3.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 3.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder The Company shall (together with the Company and any other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter of recognized national standing selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 23.5, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the Registrable Securities and other securities to be included in distributed through such registrationunderwriting. The Company shall so advise the Holder and the other stockholders all Holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, of such limitation and the number of shares of Registrable Securities and other securities that may be included in the registration (and underwriting if any) shall be allocated among the Holder and any other participating stockholders all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Holders to be included in such Registration Statement. No Registrable Securities held excluded from the underwriting by each selling Holder reason of the underwriter's marketing limitation shall be included in the offering shall not be reduced below 20% of the total amount of securities included in that offeringsuch registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the any Holder or other stockholders Holders to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterHolders. Any The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such 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 registration statement relating theretounderwriters may require.

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 as a part of the written notice given pursuant to subsection 1.2(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to subsection 1.2 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter . (other than representations and warranties regarding such Holder or such Holder's intended method of distributionii) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 2subsection 1.2, if the underwriter managing underwriter notifies the Company in writing such public offering determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registrationregistration and underwriting. The Company shall so advise the Holder all Holders of Registrable Securities which would otherwise be registered and the other stockholders distributing their securities through such underwriting underwritten pursuant to piggyback registration rights similar to this Section 2hereto, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holder and other securities held by other stockholders at Holders as of the time date of filing the registration statementnotice pursuant to subsection 1.2(a)(i) above; provided that that, if and to the aggregate amount extent not in conflict with any registration rights granted to other holders of the Company’s securities in existence as of the date hereof, the number of shares of Registrable Securities held by each selling Holder requested to be included in the offering such underwriting shall not be reduced below 20% of unless the total amount of securities included in that offering. To facilitate being sold by shareholders other than the allocation of shares in accordance with Holders are excluded from the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesUnderwriting on a proportional basis. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable 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.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.5(a)(1). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to this Section 1.5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 21.5, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter and the Company may limit reduce the Registrable Securities to be included in such registrationregistration to the extent the underwriters deem necessary but in no event shall the amount of 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 the offering is the Company's first bona fide, firmly underwritten pubic offering of its common stock registered under the Securities Act (an "IPO"). If the number of Registrable Securities to be included in such registration is reduced according to this Section 1.5(b), then no holder of the Company's securities may sell securities in such registration except for the Holders, if any, who exercise their right to request registration pursuant to Section 1.4. The Company shall so advise the Holder all Holders and the other stockholders holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holder and any other participating stockholders Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offeringRegistration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the any Holder or other stockholders holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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 180 days after the effective date of the registration statement relating thereto.

Underwriting. If the registration of which the Company ------------ gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 2(b)(i)(A). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder each of the Holders to registration pursuant to this Section 2(b) shall be conditioned upon such Holder's Holders' participation in such underwriting and the inclusion of such Holders' Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes The Holders whose shares are to distribute its securities through be included in such underwriting, such Holder registration shall (together with the Company and any other stockholders the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 22(b), if the managing underwriter notifies the Company in writing representative determines that marketing factors require a limitation on the number of securities proposed shares to be included in underwritten or a limitation on the inclusion of shares held by directors and officers of the Company, and (x) if such registration is the Initial Public Offering, the representative may (subject to the allocation priority set forth below) exclude from such registration and underwriting exceeds some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto to the extent so required by such limitation, 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 that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in the registration and underwriting to not less than twenty five percent (25%) of the total number of shares to be included in such registrationunderwritten offering. The Company shall so advise the Holder and the other stockholders distributing their all holders of securities through such underwriting pursuant to piggyback registration rights similar to this Section 2requesting registration, and the number of shares of Registrable Securities and other securities that may are entitled to be included in the registration and underwriting shall be allocated among in the Holder following manner: The securities of the Company held by officers, directors and any Other Stockholders (other participating stockholders in proportion, as nearly as practicable, to the respective amounts of than Registrable Securities held by such Holder and other than securities held by other stockholders at holders who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held extent required by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisionssuch limitation, the Company or the underwriters may round and, if a limitation on the number of shares allocated is still required, the number of shares that may be included in the registration and underwriting by each of the Holders other than the Demanding Holders shall be excluded from such registration to the Holder or other stockholders extent so required by such limitation. Thereafter, if still further reductions are required, the number of shares included in the registration by each of the Demanding Holders shall be reduced, on a pro rata basis (based on the number of shares held by such Demanding Holders), by such minimum number of shares as is necessary to the nearest 100 sharescomply with such limitation. If any Holder of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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.

Underwriting. If the registration of which the Corporation gives ------------ notice is for a registered public offering involving an underwriting, the Corporation shall so advise the Holders as a part of the written notice given pursuant to Section 6.1(a). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder to registration pursuant to this Section 6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company Corporation and any other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter Underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretoCorporation. Notwithstanding any other provision of this Section 26, if the managing underwriter notifies the Company in writing Underwriter determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter Underwriter may limit the Registrable Securities to be included in such registration; provided, however, that in no -------- ------- public offering shall other holders of "piggyback" registration rights or other security holders participate in such offering unless the Holders (other than any Company officers who may be Holders) have participated to the full extent requested. The Company Corporation shall so advise the Holder all Holders and the other stockholders holders distributing their securities through such underwriting pursuant underwriting. So long as all Holders have participated in the offering to piggyback registration rights similar to this Section 2the extent requested, and then the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any such other participating stockholders holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders holders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters Corporation may round the number of shares allocated to the any Holder or other stockholders holder to the nearest 100 one hundred (100) shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company Corporation and the managing underwriterUnderwriter. 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 180 ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the Underwriter 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 as a part of the written notice given pursuant to Section 2(b)(i)(1). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder each of the Holders to include its Registrable Securities in such registration pursuant to this Section 2(b) shall be conditioned upon such Holder's Holders’ participation in such underwriting and the inclusion of such Holders’ Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes The Holders whose Registrable Securities are to distribute its securities through be included in such underwriting, such Holder registration shall (together with the Company and any other stockholders the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 22(b), if the managing underwriter notifies the Company in writing representative determines that marketing factors require a limitation on the number of securities proposed shares to be included in underwritten, and (x) if such registration is the Initial Public Offering, the representative may (subject to the allocation priority set forth below) exclude from such registration and underwriting exceeds some 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 that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registrationthe registration and underwriting to not less than twenty five percent (25%) of the shares included therein (based on the number of shares). The Company shall so advise the Holder and the other stockholders distributing their all holders of securities through such underwriting pursuant to piggyback registration rights similar to this Section 2requesting registration, and the number of shares of Registrable Securities and other securities that may are entitled to be included in the registration and underwriting shall be allocated among in the Holder following manner: The securities of the Company held by officers, directors and any Other Stockholders of the Company (other participating stockholders in proportion, as nearly as practicable, than Registrable Securities and other than securities held by holders who by contractual right demanded such registration (“Demanding Holders”)) shall be excluded from such registration and underwriting to the respective amounts extent required by such limitation, and, if a limitation on the number of Registrable Securities shares is still required, the number of shares that may be included in the registration and underwriting by each of the Holders and Demanding Holders shall be reduced, on a pro rata basis (based on the number of shares held by such Holder and other securities held or Demanding Holder), by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the such minimum number of shares allocated as is necessary to the Holder or other stockholders to the nearest 100 sharescomply with such limitation. If any Holder of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he or she it may elect to withdraw therefrom by written notice to the Company and the managing 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.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 7.3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder to registration pursuant to this Section 7.3 shall be conditioned upon such Holder's participation in such underwriting and underwriting, the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided hereinherein and such other restrictions as may be reasonably imposed by the underwriter and the Company. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 27.3, if the managing underwriter notifies representative of the underwriters advises the Company in writing that the number of securities proposed to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and marketing factors require a limitation on the number of shares to be underwritten or the Company's Board of Directors reasonably determines that the number of shares proposed to be registered must be reduced in view of then existing market conditions, the Company shall be required to include in the offering only that number of Registrable Securities and other that the Board of Directors determine in their sole discretion will not jeopardize the success of the offering (the securities that may so included to be included in the registration and underwriting shall be allocated apportioned pro rata among the Holder and any other participating stockholders in proportion, as nearly as practicable, selling Holders according to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate total amount of Registrable Securities held (to be determined assuming full conversion of all securities convertible into Registrable Securities at such time) entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to be such selling Holders), but in no event shall the amount of Registrable Securities of the selling Holders included in the such offering shall not be reduced below 20% thirty percent (30%) of the total amount of securities included in that such offering. To facilitate , unless such offering is the allocation initial public offering of shares the Company's securities (in accordance with the above provisionswhich case, the Company or selling Holders may be excluded if the underwriters may round make the number of shares allocated to the Holder or determination described above and no other stockholders to the nearest 100 sharesshareholder's securities are included in such offering). If any Holder disapproves of person does not agree to the terms of any such underwriting, he or she may elect to withdraw shall be excluded therefrom by written notice to from the Company and or the managing 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 . If shares are so withdrawn from the registration statement relating theretoand if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company shall then 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 in accordance with Section 7.10.

Underwriting. In (a) If requested by the case of an underwriters for any underwritten offering in which of Eligible Securities pursuant to a Holder has elected to include such Holder's sharesregistration requested hereunder, the right of any Holder to registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder shall (together with the Company and any other stockholders distributing their securities through such underwriting) Corporation will enter into an underwriting agreement in customary form with the managing underwriter selected such underwriters for such underwriting by the Company; providedoffering, however, that, except as set forth in Section 8 hereof, no Holder shall be required such agreement to make any representation or warranty to any underwriter (other than contain such representations and warranties regarding by the Corporation and such Holder or such Holder's intended method of distribution) or other terms and provisions as are customarily contained in underwriting agreements with respect to undertake any indemnification obligation secondary distributions, including, without limitation, indemnities and contribution to the Company or effect and to the extent provided in Article VI hereof and the provision of opinions of counsel and accountants’ letters to the effect and to the extent provided in Section 4.1(k). The Holders on whose behalf Eligible Securities are to be distributed by such underwriters shall be parties to any underwriter such underwriting agreement and the representations and warranties by, and the other agreements on the part of, the Corporation to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders of Eligible Securities. 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 thereto. Notwithstanding to secondary distributions by selling shareholders similarly situated to such Holders, including, without limitation, indemnities and contribution to the effect and to the extent provided in Article VI. (b) In the event that any other provision of this Section 2registration pursuant to Article III hereof shall involve, if the managing underwriter notifies the Company in writing that the number of securities proposed to be included whole or in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the part, an underwritten offering, the managing underwriter Corporation may limit the Registrable require Eligible Securities requested to be registered pursuant to Article III to be included in such underwriting on the same terms and conditions as shall be applicable to the Eligible Securities being sold through underwriters under such registration. In such case, the Holders of Eligible Securities on whose behalf Eligible Securities are to be distributed by such underwriters shall be parties 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 by selling shareholders similarly situated to such Holders, including, without limitation, indemnities and contribution to the effect and to the extent provided in Article VI. The Company shall so advise the Holder representations and warranties in such underwriting agreement by, and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and agreements on the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisionspart of, the Company or Corporation to and for the benefit of such underwriters may round shall also be made to and for the number benefit of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder disapproves such Holders of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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 180 days after the effective date of the registration statement relating theretoEligible Securities.

Underwriting. If the registration of which the Company ------------ gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 5.2(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to Section 5.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 25.2, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting on a pro rata basis based on the total number of the Registrable Securities entitled to registration held by the Holders, provided that no such registrationreduction shall be -------- made with respect to securities being offered by the Company for its own account; provided further that all other shares of Common Stock held by all ---------------- parties, other than the Holders, shall be excluded before the exclusion of any shares of Registrable Securities held by the Holders who desire to have their shares included in the registration and offering. The Company shall so advise the Holder all Holders of Registrable Securities which would otherwise be registered and the other stockholders distributing their securities through underwritten pursuant hereto of any such underwriting pursuant to piggyback registration rights similar to this Section 2limitations, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesregistration. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall not be withdrawn from included in 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.

Underwriting. If the registration of which the Company gives notice ------------ is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder to registration pursuant to this Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 21.3, if the managing underwriter notifies representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of securities proposed shares to be underwritten, the representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in in, the underwriting exceeds registration and underwriting, provided that the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company underwriting shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and not be reduced unless all other securities that proposed to be registered by shareholders of the Company are first entirely excluded from the underwriting. If the registration is the first Company-initiated registered offering of the Company's securities to the general public, the Company may limit, to the extent so advised by the underwriters, the amount of securities (including Registrable Securities) to be included in the registration by the Company's shareholders (including the Holders), and underwriting such securities shall be allocated apportioned pro rata among the Holder and any other participating stockholders in proportion, as nearly as practicable, selling shareholders according to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities entitled to be included therein owned by each selling stockholder, or the Company may exclude, to the extent so advised by the underwriters, such underwritten securities entirely from such registration; provided, however, that the number of Registrable Securities to be included in that offeringsuch registration shall not be reduced unless all other securities proposed to be registered are first excluded from the underwriting. To facilitate If such registration is the allocation second or any subsequent Company- initiated registered offering of shares in accordance with the above provisionsCompany's securities to the general public, the Company or may limit, to the underwriters extent so advised by the underwriters, the amount of securities to be included in the registration by the Company's shareholders (including the Holders); provided, however, that the aggregate value of Registrable Securities to be included in such registration may round not be so reduced to less than twenty-five percent (25%) of the total value of all securities included in such registration, to be apportioned pro rata among the holders of Registrable Securities according to the total amount of securities entitled to be included therein owned by each holder of Registrable Securities; provided, however, that the number of shares allocated Registrable Securities to be included in such registration shall not be reduced unless all other securities proposed to be registered are first excluded from the Holder or other stockholders to the nearest 100 sharesunderwriting. If any Holder disapproves of person does not agree to the terms of any such underwriting, he or she may elect to withdraw shall be excluded therefrom by written notice to from the Company and or the managing 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 . If shares are so withdrawn from the registration statement relating theretoor if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company shall then 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.

Underwriting. In (a) The distribution of the case Registrable Securities covered by the registration on Form S-3 shall be effected by means of the method of distribution selected by the Holders holding a majority of the Registrable Securities covered by such registration. If such distribution is effected by means of an underwritten offering in which a Holder has elected to include such Holder's sharesunderwriting, the right of any Holder to registration pursuant to this Article 4 shall be conditioned upon such Holder's participation in such underwriting underwriting, if any, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting. (b) If the distribution of the Registrable Securities pursuant to this Section 4.2 is effected by means of an underwriting, such Holder shall the Company (together with the Company and any other stockholders distributing all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the a managing underwriter of nationally recognized standing selected for such underwriting by a majority in interest of the Holders requesting registration on Form S-3 and approved by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder which approval shall not be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretounreasonably withheld. Notwithstanding any other provision of this Section 2Article 4, if the managing underwriter notifies advises the Company Holders in writing that marketing factors require a limitation of the number of securities proposed shares to be included in underwritten, then the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability underwriters may exclude some or all of the offering, the managing underwriter may limit the Registrable Securities shares requested to be included in such registration. The Company shall so advise registration subject to the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this provisions of Section 24.3; PROVIDED, and HOWEVER, the number of shares of Registrable Securities and other registered in such offering shall not be reduced to less than forty percent (40%) of the total number of shares of securities registered in such offering. The number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders Holders at the time of filing the registration statement; provided that . No registrable Securities excluded from the aggregate amount underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. (c) If the distribution of the Registrable Securities pursuant to this Section 4.2 is effected by means of an underwriting and if any Holder of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterHolders. Any The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration; provided, however, that if by the withdrawal of such registrationRegistrable 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), and then the Company shall not be transferred offer to all Holders who have included Registrable Securities in a public distribution prior to 180 days after the effective date of the registration statement relating theretothe right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 4.2(c).

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, other than an initial public offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to this Section 2.3 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its securities their Registrable Securities through such underwritingunderwriting shall, such Holder shall (together with the Company and any the other stockholders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 22.3, if the managing underwriter notifies the Company determines in writing that the number inclusion of securities proposed to all Registrable Securities which the Holders have requested be included in would materially jeopardize the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability success of the offering, the managing underwriter Company may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registrationregistration and underwriting subject to the terms of this Section 2.3. The Company shall so advise all holders of the Holder Company’s securities that would otherwise be registered and the other stockholders distributing their securities through such underwriting underwritten pursuant to piggyback registration rights similar to this Section 2hereto, and the number of shares of such securities, including Registrable Securities and other securities Securities, that may 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, 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 Holder and any other participating stockholders Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that Registration Statement. No securities excluded from the aggregate amount underwriting by reason of Registrable Securities held by each selling Holder the underwriter’s marketing limitation shall be included in the offering shall not be reduced below 20% of the total amount of securities included such registration. Except as specifically set forth herein, nothing in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round this Section 2.3(b) is intended to diminish the number of shares allocated securities to be included by the Holder or other stockholders to Company in the nearest 100 sharesunderwriting. If any Holder disapproves of the terms of any such the underwriting, he or she it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration, registration and the Company shall not be transferred in a public distribution prior to 180 days after the effective date bear all of the expenses incurred in connection with such registration statement relating theretoas provided in Section 2.4 below.

Underwriting. In (i) If the case Holders initiating the registration request under this Section 2.2 intend to distribute the Registrable Securities covered by their request by means of an underwritten offering in which underwriting, then they shall so advise the Company as a Holder has elected part of their request made pursuant to this Section 2.2 and the Company shall include such Holder's sharesinformation in the written notice referred to in Section 2.2(a). In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its securities through such underwriting, such Holder shall (together with the Company and any other stockholders distributing their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; providedHolders of a majority of the Registrable Securities that have been requested to be included in the registration pursuant to Section 2.2(a), however, that, except as set forth in Section 8 hereof, no Holder provided that the managing underwriter or underwriters shall be required to make any representation or warranty to any underwriter of international repute and approved by the Company, and further provided that such approval shall not be unreasonably withheld. (other than representations and warranties regarding such Holder or such Holder's intended method of distributionii) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 22.2, if the managing underwriter notifies underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities proposed to be included in underwritten, then the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder all Holders of Registrable Securities which would otherwise be registered and the other stockholders distributing their securities through such underwriting underwritten pursuant to piggyback registration rights similar to this Section 2hereto, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among the Holder and any other participating stockholders in proportion, as nearly as practicablefirst, to each Holder who requested inclusion of their Registrable Securities in such registration statement on a pro rata and on an as converted basis based on the respective amounts total number of Registrable Securities then held by such Holder and other securities held by other stockholders at the time of filing the registration statement; (provided that with respect to a registration statement effected under this Section 2.2 prior to the aggregate amount date on which is the later of (i) 12 months after the IPO shall have expired, and (ii) Form F-3 is available for secondary sales of Registrable Securities held by the Holders (the “F-3 Availability Date”), then for the purpose of calculating the foregoing pro rata allocation, each selling Holder included in Ordinary Shares issued upon conversion of a Preferred C Share and Preferred B Shares shall be calculated as if it was two Ordinary Shares) and second, Ordinary Shares for sale for the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterCompany’s own account. Any securities Registrable Securities excluded or and withdrawn from such underwriting shall be withdrawn from such the registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of written notice given pursuant to Section 2.6(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to Section 2.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 22.6, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, (i) first shares held by shareholders other than the Purchaser Holders (as defined below), but only to the extent such shares exceed the Non-Purchaser Minimum Holders (as defined below), PRO-RATA to the respective amounts of Registrable Securities held by such non-Purchaser Holders at the time the registration statement is filed (except in connection with the underwriting exceeds IPO, in which case all such shares may be so excluded), and (ii) thereafter, shares held by the number that can Purchaser Holders, but only to the extent such shares exceed the Purchaser Minimum (as defined below) PRO-RATA to the respective amounts of Registrable Securities held by such Purchaser Holders (except in connection with the IPO, in which case all such shares may be sold in such underwriting without adversely affecting so excluded). The "PURCHASER HOLDERS" shall mean the marketability Holders other than Key Management. The "NON-PURCHASER MINIMUM" shall mean 8% of the offering, the managing underwriter may limit the Registrable Securities to be total amount of securities included in such registrationoffering. The "PURCHASER MINIMUM" shall mean 25% of the total amount of the securities included in such offering. The Company shall so advise the Holder all Holders and the other stockholders holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holder and any other participating stockholders Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders Holders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offeringRegistration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the any Holder or other stockholders holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by a written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and and, in connection with the IPO, shall not be transferred in a public distribution prior to 180 one hundred eighty (180) days after the effective date of the registration statement relating theretoto the 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 as a part of the written notice given pursuant to Section 1.3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to this Section 1.3 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its securities their Registrable Securities through such underwritingunderwriting shall, such Holder shall (together with the Company and any the other stockholders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 21.3, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registrationregistration and underwriting subject to the terms of this Section 1.3. The Company shall so advise all holders of the Holder Company’s securities that would otherwise be registered and the other stockholders distributing their securities through such underwriting underwritten pursuant to piggyback registration rights similar to this Section 2hereto, and the number of shares of such securities, including Registrable Securities and other securities Securities, that may 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 1.3, requested to be included in such registration by stockholders shall be excluded, and (ii) second, if a limitation on the number of shares is still required, the number of securities to be included shall be allocated among the Holder holders of Registrable Securities and any other participating stockholders securities that have contractual rights with respect to registration similar to those provided for in this Section 1.3 in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders each such holder at the time of filing the registration statementRegistration Statement; provided provided, however, that the aggregate amount value of securities (including Registrable Securities) to be included in such registration by the Holders may not be so reduced to less than 25% of the total value of all securities included in such registration except in the Company’s first Qualified Public Offering (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 each selling Holder included in the offering shall not be reduced below 20% partners, retired partners, members, stockholders or affiliated entities of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisionssuch holder, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder disapproves of the terms estates and Family Members (as defined below) of any such underwritingpartners, he or she may elect to withdraw therefrom by written notice to retired partners, members and any trusts for the Company and benefit of any of the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationforegoing persons, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto.such holder and other persons

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to subsection 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 2subsection 1.3, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the amount of securities proposed to be included in the registration and underwriting exceeds by the Company's shareholders; provided however, the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registrationregistration and underwriting under this subsection 1.3(b) shall not be reduced to less than twenty-five percent (25%) 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; and provided, further, that the number of shares of Registrable Securities, other than the Common Shares, to be included in such underwriting shall not be reduced until all other securities, including the Common Shares, are first entirely excluded from the underwriting. The Company shall so advise the Holder all Holders of Registrable Securities which would otherwise be registered and the other stockholders distributing their securities through such underwriting underwritten pursuant to piggyback registration rights similar to this Section 2hereto, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated first, to the Company; second, among the Holder and any other participating stockholders Purchasers requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% Purchasers as of the total amount date of securities included in that offering. To facilitate the allocation of shares in accordance with notice pursuant to subsection 1.3(a)(i) above; and third, among the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesHolders on a pro rata basis. If any Holder disapproves of the terms of the any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable 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.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to subsection 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 2subsection 1.3, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be underwritten, and (i) if such registration is the IPO, the underwriter may limit the number of Registrable Securities to be included in the underwriting exceeds the number registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting; provided that can be no other securities are registered and sold in the IPO other than those securities registered and sold by the Company, or (ii) if such underwriting without adversely affecting registration is other than the marketability of the offeringIPO, the managing underwriter may limit the amount of securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registrationregistration and underwriting under this subsection 1.3(b)(ii) shall not be reduced to less than twenty-five percent (25%) 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; and provided, further, that the number of shares of Registrable Securities, other than the Common Shares, to be included in such underwriting shall not be reduced until all other securities, including the Common Shares, are first entirely excluded from the underwriting. The Company shall so advise the Holder all Holders of Registrable Securities which would otherwise be registered and the other stockholders distributing their securities through such underwriting underwritten pursuant to piggyback registration rights similar to this Section 2hereto, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated first, to the Company; second, among the Holder and any other participating stockholders Purchasers requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% Purchasers as of the total amount date of securities included in that offering. To facilitate the allocation of shares in accordance with notice pursuant to subsection 1.3(a)(i) above; and third, among the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesHolders on a pro rata basis. If any Holder disapproves of the terms of the any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable 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.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation but subject to the Company or any underwriter with respect theretoreasonable 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 21.3, if the managing underwriter notifies the Company in writing determines that marketing factors require limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder all Holders and the other stockholders holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting (other than in behalf of the Company) shall be allocated among all Holders and such other holders (provided that such other holders have contractual rights to participate in such registration which are not subordinate to the Holder and any other participating stockholders Holders) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held or other securities requested to be included in such registration by such Holder Holders and such other securities held by other stockholders at holders; PROVIDED, HOWEVER, in no event shall the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder of the Holders included in the offering shall not be reduced below 20% thirty percent (30%) of the total amount of securities included in that 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. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the any Holder or other stockholders holder to the nearest 100 one hundred (100) shares. If any Holder or holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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 180 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. In If a registration statement under which the case of Company gives notice under this Section 7(c)(iii) is for an underwritten offering in which a Holder has elected to include offering, then the Company shall so advise the Holders of Registrable Securities. In such Holder's sharesevent, the right of any Holder such Holder's Registrable Securities to be included in such a registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its securities their Registrable Securities through such underwriting, such Holder underwriting shall (together with the Company and any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including a market stand-off agreement of up to 90 days if required by such underwriters, but only if the Company's executive officers and directors also execute substantially similar agreements); provided, however, that, except as set forth in Section 8 hereof, no Holder that it shall not be required considered customary to make require any representation or warranty of the Holders to any underwriter (other than provide representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter indemnification of the underwriters for material misstatements or omissions in the registration statement or prospectus for such offering other than with respect theretoto information furnished by or on behalf of the Holders. Notwithstanding any other provision of this Section 2Agreement, if the managing underwriter notifies the Company determine(s) in writing good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting; provided, however, that the securities proposed to be included in the registration and the underwriting exceeds shall be allocated as follows: (1) first to the number Company; (2) second, to holders of securities that can be sold have registration rights superior to those of the Holders; (3) third, to each of the Holders requesting inclusion of their Registrable Securities in such underwriting without adversely affecting registration statement on a pro rata basis based on the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the total number of shares of Registrable Securities and other securities that may be included with pari passu registration rights whose holders wish to include in the registration registration; and underwriting shall be allocated among the Holder and (4) fourth, any other participating stockholders in proportion, as nearly as practicable, to shares of Common Stock or other securities of the respective amounts of Company. Any Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any 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 not be transferred in deemed to be a public distribution prior single "Holder," and any pro rata reduction with respect to 180 days after the effective date of the registration statement relating thereto.such "Holder" shall be based

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 13(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder to registration pursuant to this Section 1.3 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 21.3, if the managing underwriter notifies representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of securities proposed shares to be underwritten, the representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in in, the underwriting exceeds registration and underwriting, provided that the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The underwriting shall not be reduced unless all other securities proposed to be registered by stockholders of the Company shall so advise are first entirely excluded from the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2underwriting, and provided further that the number shares held by the Founders (the “Founders Stock”), if any, proposed to be registered shall be reduced prior to the exclusion of shares of any other Registrable Securities and other in such underwriting. If the registration is the first Company-initiated registered offering of the Company’s securities that to the general public, the Company may limit, to the extent so advised by the underwriters, the amount of securities (including Registrable Securities) to be included in the registration by the Company’s stockholders (including the Holders), and underwriting such securities shall be allocated apportioned pro rata among the Holder and any other participating selling stockholders in proportion, as nearly as practicable, according to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities entitled to be included therein owned by each selling stockholder, or the Company may exclude, to the extent so advised by the underwriters, such underwritten securities entirely from such registration; provided, however, that the number of Registrable Securities to be included in that offeringsuch registration shall not be reduced unless all other securities including the Founders Stock proposed to be registered are first excluded from the underwriting. To facilitate If such registration is the allocation second or any subsequent Company-initiated registered offering of shares in accordance with the above provisionsCompany’s securities to the general public, the Company or may limit, to the underwriters extent so advised by the underwriters, the amount of securities to be included in the registration by the Company’s stockholders (including the Holders); provided, however, that the aggregate number of securities (including Registrable Securities) to be included in such registration by the Company’s stockholders (including the Holders) may round not be so reduced to less than thirty percent (30%) of the total number of all securities included in such registration, to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder; provided, however, that the number of shares allocated Registrable Securities to be included in such registration shall not be reduced unless all other securities including the Holder or other stockholders Founders Stock proposed to be registered are first excluded from the nearest 100 sharesunderwriting. If any Holder disapproves of person does not agree to the terms of any such underwriting, he or she may elect to withdraw shall be excluded therefrom by written notice to from the Company and or the managing 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 . If shares are so withdrawn from the registration statement relating theretoor if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company shall then 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.

Underwriting. In the case event that a registration pursuant to Section 4(a) is for a registered public offering involving an underwriting the Company shall so advise the Holders as part of an underwritten offering in which a Holder has elected the notice given pursuant to include Section 4(a)(i)(1). In such Holder's sharesevent, the right of any Holder to registration pursuant to Section 4(a) shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 4(a), and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder The Company shall (together with the Company and any other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter of recognized national standing selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required Company and reasonably acceptable to make any representation or warranty a majority of the Holders proposing to any underwriter (other than representations and warranties regarding distribute their securities through such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretounderwriting. Notwithstanding any other provision of this Section 24(a), if the managing underwriter notifies advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities proposed shares to be included in underwritten, then the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, all holders of Registrable Securities and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders Holders at the time of filing the registration statementstatement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration; provided provided, however, that the aggregate amount number of Registrable Securities held by each selling Holder to be included in the offering such underwriting shall not be reduced below 20% unless all other securities are first entirely excluded from such underwriting. No Registrable Securities excluded from the underwriting by reason of the total amount of securities underwriter’s marketing limitation shall be included in that offeringsuch registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the any Holder or other stockholders to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, he or she such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. Any The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such 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 registration statement relating theretounderwriters may require.

Underwriting. In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, the The right of any Holder Stockholder to registration include its Registrable Shares in a Piggyback Registration pursuant to Section 2.3(a) shall be conditioned upon such HolderStockholder's participation in such underwriting and the inclusion of Registrable Securities contemplated underwritten public offering on the terms set forth in the underwriting to the extent provided hereinthis Agreement. If any Holder proposes All Stockholders proposing to distribute its securities through such underwriting, such Holder shall (together with the Company and any other stockholders distributing their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such the underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretoAspen. Notwithstanding any other provision of this Section 22.3, if the managing underwriter notifies underwriters reasonably determine that the Company in writing that inclusion of all shares requested to be registered would adversely affect the offering, then Aspen may limit the number of securities proposed Registrable Shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such Piggyback Registration and shall so advise all Stockholders requesting registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may are entitled to be included in the registration and underwriting shall be allocated among in the Holder following manner: (i) The securities of Aspen held by holders other than the Stockholders and any other participating stockholders in proportion, as nearly as practicable, the Other Holders shall be excluded from such Piggyback Registration to the respective amounts extent deemed advisable by the managing underwriters, and, if a further limitation on the number of Registrable Securities held by such Holder and other securities held by other stockholders at shares is required, then the time number of filing the registration statement; provided shares that the aggregate amount of Registrable Securities held by each selling Holder may be included in the offering such Piggyback Registration shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares allocated pro rata (on an as-converted basis) among all Stockholders and Other Holders requesting registration in accordance with the above provisions, the Company or the underwriters may round the respective number of shares of Aspen Common held when Aspen provides notice as specified in Section 2.3(a). (ii) If any Stockholder or Other Holder is entitled to include more securities than such Stockholder or Other Holder requested to be registered, then the excess securities shall be allocated to among other requesting Stockholders and Other Holders pro rata in the Holder or other stockholders to manner described in the nearest 100 sharespreceding clause (i). If any Stockholder or any Other Holder disapproves of the terms of any such underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Aspen, and the managing underwriter. Any any Registrable Shares or other securities held by such Stockholder or Other Holder shall be 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.

Underwriting. If the registration of which the Corporation gives ------------ notice is for a registered public offering involving an underwriting, the Corporation shall so advise each of the Holders as a part of the written notice given pursuant to Section 9.3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder each of the Holders to registration pursuant to this Section 9.3 shall be conditioned upon such Holder's Holders' participation in such underwriting and the inclusion of such Holders' Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes The Holders whose shares are to distribute its securities through be included in such underwriting, such Holder registration shall (together with the Company Corporation and any other stockholders the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretoCorporation. Notwithstanding any other provision of this Section 29.3, if the managing underwriter notifies the Company in writing representative determines that marketing factors require a limitation on the number of securities proposed shares to be included in underwritten the underwriting exceeds representative may (subject to the allocation priority set forth below) limit the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registrationthe registration and underwriting. The Company Corporation shall so advise the Holder and the other stockholders distributing their all Holders of securities through such underwriting pursuant to piggyback registration rights similar to this Section 2requesting registration, and the number of shares of Registrable Securities and other securities that may are entitled to be included in the registration and underwriting shall be allocated among in the Holder and any other participating stockholders in proportion, as nearly as practicable, to following manner: the respective amounts securities of Registrable Securities the Corporation held by such Holder officers, directors and Other Stockholders of the Corporation (other than securities held by other stockholders at holders who by contractual right initiated the time of filing demand for such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the registration statement; provided that the aggregate amount of Registrable Securities held extent required by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisionssuch limitation, the Company or the underwriters may round and, if a limitation on the number of shares allocated is still required, the number of shares that may be included in the registration and underwriting by each of the Holders and Demanding Holders shall be reduced, on a pro rata basis (based on the number of shares proposed to the be sold by such Holder or other stockholders Demanding Holder), by such minimum number of shares as is necessary to the nearest 100 sharescomply with such limitation. If any Holder of the Holders or any Other Stockholder disapproves of the terms of any such underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Corporation and the managing 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.

Underwriting. In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, the The right of any Holder to registration pursuant to this Section 8 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities Shares in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its securities all or a portion of their Registrable Shares through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders distributing their securities shares of Common Stock through such underwriting) ), if required by the managing underwriter of such offering, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; providedCompany (or by the holders who have demanded such registration), however, that, except as set forth in Section 8 hereof, no Holder and shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation provide to the Company or any underwriter with respect theretoupon written request such information referenced in Section 7(b) hereof as may be specified in such request. Notwithstanding any other provision of this Section 28, if the managing underwriter notifies the Company in writing its sole discretion determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the Registrable Securities Shares to be included in such registration. The Company shall so advise the Holder all Holders and the other stockholders holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 28, and the number of shares of Registrable Securities Shares and other securities that may be included in the registration and underwriting by such Holders 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 cutback to be allocated among the Holder all Holders and any such other participating stockholders holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities Shares held by such Holder Holders and such other securities held by such other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharesholders. If any Holder disapproves of the terms of any such underwriting, he or she it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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 180 days after the effective date of the registration statement relating thereto.

Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.6(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to Section 2.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 22.6, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included in underwritten, then: (i) if such registration is the underwriting exceeds first offering by the number that can be sold in such underwriting without adversely affecting Company to the marketability general public of the offeringits securities for its account, the managing underwriter may exclude some or all Registrable Securities from such registration and underwriting (provided the securities of other shareholders are not included therein), and (ii) if such registration is other than the first offering by the Company to the general public of its securities for its account, the managing underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in such registrationregistration and underwriting to an aggregate of not less than thirty percent (30%) of the total number of the securities to be registered in such registration and underwriting; provided that any shares of stock held by -------- ---- the Founders 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 any other Holders. The Company shall so advise the Holder all Holders and the other stockholders holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holder and any other participating stockholders Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offeringRegistration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the any Holder or other stockholders holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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 180 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 of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Section 4.3(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder to registration pursuant to Section 4.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company Company, directors and any other stockholders officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 24.3, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation on the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities to which would otherwise be included in such registrationunderwritten pursuant hereto. The Company shall so advise the Holder and the other stockholders distributing their all holders of securities through such underwriting pursuant to piggyback registration rights similar to this Section 2requesting registration, and the number of shares of Registrable Securities and other securities that may are entitled to be included in the registration and underwriting shall be allocated in the following manner. 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 the Holder such Holders, directors and any other participating stockholders officers and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders which they had requested to be included in such registration at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, it, he or she may elect to withdraw therefrom by written notice to the Company and the managing 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.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.6(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder to registration pursuant to Section 1.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any the other stockholders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation Company (or warranty to any underwriter (other than representations and warranties regarding by the holders who have demanded such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretoregistration). Notwithstanding any other provision of this Section 21.6, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit or exclude the Registrable Securities to be included in such registration. The registration prior to the exclusion from such registration of any securities to be sold by the Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback or any party exercising demand registration rights similar with respect to this Section 2such registration; provided that if any exclusion or limitation of Registrable Securities is so required, and the securities to be included shall be apportioned as follows: first, to the Company, second, among the Holders of Registrable Securities participating in such registration in proportion to the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders, and other third, among any Other Holders of securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included Company entitled to participate and participating in that offering. To facilitate the allocation of shares such registration in accordance with the above provisions, the Company or the underwriters may round proportion to the number of shares allocated of the Company's Common Stock (or equivalents thereof) held by such Other Holders. In no event will shares of any Other Holders be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than seventy percent (70%) of the Registrable Securities proposed to be sold in the Holder or other stockholders to the nearest 100 sharesoffering. If any Holder disapproves or Other Holder dis approves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and . All priorities with respect to demand registrations shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating theretogoverned by Section 1.5 hereof.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 2.1(a). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder each of the Holders to registration pursuant to this Section 2 shall be conditioned upon such Holder's Holders' participation in such underwriting and the inclusion of such Holders' Registrable Securities in the underwriting to the extent provided herein. If any Each Holder proposes whose Registrable Securities are to distribute its securities through be included in such underwriting, such Holder registration shall (together with the Company and any other stockholders the Other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 2, if the managing underwriter notifies the Company in writing representative determines that marketing factors require a limitation on the number of securities proposed to be included in underwritten, the underwriting exceeds representative may (subject to the allocation priority set forth below) limit the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registrationthe registration and underwriting to not less than twenty five percent (25%) of the securities included therein (based on aggregate market values). The Company shall so advise the Holder and the other stockholders distributing their all holders of securities through such underwriting pursuant to piggyback registration rights similar to this Section 2requesting registration, and the number of shares securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by Other Holders of the Company (other than Registrable Securities and other than securities held by holders who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of securities is still required, the number of securities that may be included in the registration and underwriting by each of the Holders and Demanding Holders shall be allocated among reduced, on a pro rata basis (based on the Holder and any other participating stockholders in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities securities held by such Holder and other securities held Holder), by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering shall not be reduced below 20% of the total amount such minimum number of securities included in that offering. To facilitate the allocation of shares in accordance as is necessary to comply with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 sharessuch limitation. If any of the Holders or any officer, director or Other Holder disapproves of the terms of any such underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company and the managing 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.

Underwriting. (i) Any request for registration pursuant to Section 3(a) hereof may involve a registered underwritten public offering of the Registrable Securities to be included in the registration. In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the Company shall include any information that it shall have received as to the nature of the underwriting in the written notice of the Company referred to in Section 3(a)(i) above, including the name of the underwriter or representative thereof selected for such underwriting. The right of any Non-Initiating Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder's participation Non-Initiating Holder participating in such underwriting and the inclusion of such Non-Initiating Holder's Registrable Securities in the such underwriting to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting. (ii) In the event of an underwritten requested registration, such Holder the Company shall (together with the Company and any other stockholders distributing all Holders proposing to distribute their securities Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or representative thereof selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretounderwriting. Notwithstanding any other provision of this Section 23, if the managing underwriter notifies or representative thereof advises the Company Initiating Holders in writing that the number of securities proposed to be included that, in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringits opinion, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and marketing factors require a limitation on the number of shares of to be underwritten, the Initiating Holders shall so advise all Holders whose Registrable Securities and other would otherwise be (A) first, the securities that may be included of any stockholder joining in the request for registration and underwriting who is not a Holder shall be excluded from such registration; in the event that less than all of such stockholders' securities are required to be excluded, the remaining number of shares shall be allocated as among such stockholders in such proportion, as nearly as practicable, to the Holder and any other participating stockholders relative amount of securities then held by each such stockholder; (B) then, if a limitation on the number of shares is still required, the Registrable Securities held by the Non-Initiating Holders joining in the request for registration shall be excluded from such registration to the extent required by such limitation; in the event that less than all of such Non-Initiating Holders' Registrable Securities are required to be excluded, the remaining number of shares shall be allocated as among such Non-Initiating Holders in proportion, as nearly as practicable, to the respective amounts relative amount of Registrable Securities then held by each such Non-Initiating Holder; (C) then, if a limitation on the number of shares is still required, the Registrable Securities held by the Initiating Holders joining in the request for registration shall be excluded from such Holder and other securities held registration to the extent required by other stockholders at such limitation; in the time event that less than all of filing such Initiating Holders' Registrable Securities are required to be excluded, the registration statement; provided that remaining number of shares shall be allocated as among such Initiating Holders in proportion, as nearly as practicable, to the aggregate relative amount of Registrable Securities then held by each selling Holder included in such Initiating Holder. (iii) In the offering shall not be reduced below 20% of the total amount of securities included in event that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated of Registrable Securities of any Holder included in any registration is reduced below 75% of the shares requested to be included in such registration as a result of allocations pursuant to this Section 3(b), then such registration shall not be deemed a registration for purposes of Section 3 and shall not diminish the Holder or other stockholders number of registrations to which the nearest 100 shares. Holders are entitled pursuant to this Section 3. (iv) If any Holder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterInitiating Holders. Any The securities excluded or so withdrawn from such underwriting shall also 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.

Underwriting. In 4.1. Subject to the case provisions of an underwritten offering in which a Holder has elected to include such Holder's sharesthis Agreement, the right of any Holder to registration shall be conditioned upon such Holder's participation in such underwriting if and the inclusion of Registrable Securities in the underwriting to the extent that at 4:00 p.m. on the Final Acceptance Date, there shall remain any of the Untaken Shares (subject as provided herein. If any Holder proposes in Clauses 2 and 9), then the Underwriter shall, on a best efforts basis, subscribe or procure subscribers to distribute its securities through such underwritingsubscribe for the same on terms of the Prospectus Documents save as regards the time for acceptance and payment and shall pay or procure to be paid to the Company the amount due on acceptance in respect thereof (less the amount of underwriting commission, such Holder shall (together fees and expenses payable to the Underwriter in accordance with Clause 6), subject to and in accordance with the provisions of Clause 4.3. The Company hereby undertakes with the Underwriter to accept applications on Excess Application Forms which shall have been submitted in accordance with the terms and conditions set out in the Prospectus Documents before calling on the Underwriter to perform its obligations imposed by this Clause 4.1. 4.2. In acting as agent of the Company hereunder, the Underwriter shall comply fully with all relevant laws and shall not do or omit anything the doing or omission of which shall or might cause the Company or any of its directors to be in breach of any relevant laws and in particular, but without prejudice to the generality of the foregoing, shall ensure that all offers made by them of the Rights Shares are made only in compliance with all relevant securities legislation and do not require the registration of the Prospectus Documents or any of them or any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement document as a prospectus or otherwise in customary form with any jurisdiction other than Hong Kong and Cayman Islands and the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder Underwriter shall be required not make or purport to make on behalf of the Company any representation or warranty not contained in the Prospectus Documents herein. 4.3. The Company undertakes to keep the Underwriter regularly informed of the number of Rights Shares validly accepted or applied for during the period up to 4:00 p.m. on the Final Acceptance Date and shall notify the Underwriter in writing as soon as practicable thereafter of the total number of the Untaken Shares (if any), and the Underwriter shall, if there exist any underwriter (other than representations and warranties regarding such Holder Untaken Shares, subscribe or such Holder's intended method procure subscribers to subscribe as aforesaid on a best effort basis, and, where applicable, pay or procure the payment of distribution) or the aggregate Subscription Price in respect thereof, less any amount payable to undertake any indemnification obligation the Underwriter pursuant to Clause 6, to the Company or any underwriter in immediately available funds, by not later than 12:00 noon on the 1st Business Day following the Final Acceptance Date. 4.4. The Untaken Shares dealt with respect thereto. Notwithstanding any other provision as provided in Clauses 4.1 and 4.3 shall be duly allotted and issued and either: (a) the allottees thereof shall be duly entered on the register of this Section 2, if the managing underwriter notifies members of the Company in writing that respect of the number of securities proposed to Rights Shares so allotted and certificates in respect thereof shall be included in the underwriting exceeds the number that can be sold issued in such underwriting without adversely affecting names and in such denominations as the marketability Underwriter may reasonably require and the same shall be delivered to the Underwriter or as they may direct; or (b) in respect of those Untaken Shares which the Underwriter requests the Company to deposit into CCASS, the Company shall credit to the Underwriter or the and provide sufficient evidence or confirmation of the offeringsame to the Underwriter. If any of the CCASS Underwritten Shares is not accepted into CCASS by the Allotment Posting Date, certificates in respect of such CCASS Underwritten Shares shall be issued in respect thereof on the managing underwriter may limit basis set out in Clause 4.4(a), and following completion of these arrangements, all obligations and liabilities of the Registrable Securities to be included in such registrationUnderwriter under this Agreement shall cease. 4.5. The Company shall so advise the Holder and the other stockholders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders at the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held by each selling Holder included in the offering Underwriter shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares responsible for any loss or damage to any person arising from any such transaction which is carried out in accordance with Clause 4.2 or from any alleged insufficiency of any dealing price at which any of the above provisionsUnderwritten Shares in their nil-paid form may be sold or for the timing of any such sale except in so far as any such loss or damage arises from the breach by any of the Underwriter of its obligations under this Agreement or the negligence or fraud of the Underwriter. 4.6. The Underwriter has on the date hereof sub-underwritten its underwriting obligations under this Agreement to the Sub-Underwriters such that each of the Underwriter and the Sub- Underwriters (together with their respective parties acting in concert as defined in Takeovers Code) will not own 30% or more of the issued share capital of the Company immediately after completion of the Rights Issue. In the event that the Underwriter or any of the Sub- Underwriters is required to, on a best effort basis, subscribe or procure subscription for the Untaken Shares pursuant to their underwriting/sub-underwriting obligations: (a) the Underwriter shall not subscribe, for its own account, for such number of Untaken Shares which will result in the shareholding of itself and parties acting in concert with it in the Company to own 30% or more of the voting rights of the Company upon the completion of the Rights Issue; (b) the Underwriter shall ensure that (i) each of the Sub-Underwriters and independent placees and/or subscribers procured by any of them shall be third party independent of, not acting in concert (within the meaning of the Takeovers Code) with and not connected with the directors or chief executive of the Company or substantial Shareholders of the underwriters may round Company or their respective associates; and (ii) save for the Underwriter itself and its associates, each of the independent placees procured by the Sub-Underwriters shall not, together with any party acting in concert (within the meaning of the Takeovers Code) with them, hold 10.0% or more of the voting rights of the Company upon completion of the Rights Issue; and (c) the Underwriter shall ensure each of the Sub-Underwriters to procure independent placees to take up such number of shares allocated Untaken Shares as necessary to ensure that the Holder or other stockholders to the nearest 100 shares. If any Holder disapproves public float requirements under Rule 11.23 of the terms of any such underwriting, he or she may elect to withdraw therefrom GEM Listing Rules are complied with by written notice to the Company and the managing underwriter. 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 180 days after the effective date of the registration statement relating theretoCompany.

Underwriting. In If the case Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritten offering in which underwriting, they shall so advise the Company as a Holder has elected part of their request made pursuant to this Section 3.1 and the Company shall include such Holder's shares, information in the written notice referred to in Section 3.1(a). The right of any Holder to registration pursuant to this Section 3.1 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Holders and such Holder) to the extent provided herein. If any Holder proposes to distribute its securities through such underwriting, such Holder . (i) The Company shall (together with the Company and any other stockholders distributing all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company; providedCompany with the approval of the Initiating Holders, however, that, except as set forth in Section 8 hereof, no Holder which approval shall not be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect theretounreasonably withheld. Notwithstanding any other provision of this Section 23.1, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included underwritten and so advises the Initiating Holders in writing, then the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders (except those Holders who have indicated to the Holder and the other stockholders distributing Company their securities decision not to distribute any of their Registrable Securities through such underwriting pursuant to piggyback registration rights similar to this Section 2, underwriting) and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated allocated, among the Holder and any other participating stockholders all such selling Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held owned by such Holder and other securities held by other stockholders Holders at the time of filing the registration statement; provided that the aggregate amount of . No Registrable Securities held excluded from the underwriting by each selling Holder reason of the underwriter’s marketing limitation shall be included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other stockholders to the nearest 100 shares. such registration. (ii) If any Holder disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterInitiating Holders. Any The Registrable Securities 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, first, to all Holders of Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used above in determining the underwriter limitation and, second, provided that marketing limitations allow additional shares to be included in the registration after the inclusion of additional Registrable Securities, provided further that in the event that the withdrawal of a Holder, and shall not be transferred the subsequent inclusion of additional Registrable Securities by other Holders, results in a public distribution prior to 180 days after the effective date offering of Shares representing less than twenty percent (20%) of the Registrable Securities (unless the anticipated aggregate offering price to the public exceeds ten million dollars ($10,000,000)), the Company shall no longer be required to effect such registration statement relating theretopursuant to this Section 3.1.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's sharesevent, the right of any Holder each of the Holders to registration pursuant to this Section 2.2 shall be conditioned upon such Holder's Holders' participation in such underwriting and the inclusion of such Holders' Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes The Holders whose shares are to distribute its securities through be included in such underwriting, such Holder registration shall (together with the Company and any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 22.2, if the managing underwriter notifies the Company in writing representative determines that marketing factors require a limitation on the number of securities proposed shares to be included in underwritten, the underwriting exceeds representative may (subject to the allocation priority set forth below) limit the number that can be sold in such underwriting without adversely affecting the marketability of the offering, the managing underwriter may limit the Registrable Securities to be included in such registrationthe registration and underwriting. The Company shall so advise the Holder and the other stockholders distributing their all holders of securities through such underwriting pursuant to piggyback registration rights similar to this Section 2requesting registration, and the number of shares of Registrable Securities and other securities that may are entitled to be included in the registration and underwriting shall be allocated among in the Holder and any following manner: the securities of the Company held by Other Stockholders of the Company (other participating stockholders in proportion, as nearly as practicable, to the respective amounts of than Registrable Securities held by such Holder and other than securities held by other stockholders at holders who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the time of filing the registration statement; provided that the aggregate amount of Registrable Securities held extent required by each selling Holder included in the offering shall not be reduced below 20% of the total amount of securities included in that offering. To facilitate the allocation of shares in accordance with the above provisionssuch limitation, the Company or the underwriters may round and, if a limitation on the number of shares allocated is still required, the number of shares that may be included in the registration and underwriting by each of the Holders and Demanding Holders shall be reduced, on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to the Holder or other stockholders to the nearest 100 sharescomply with such limitation. If any Holder of the Holders or any Other Stockholder disapproves of the terms of any such underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company and the managing 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.

Underwriting. If the registration of which the Company ------------ gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.2(a)(i). In the case of an underwritten offering in which a Holder has elected to include such Holder's shares, event the right of any Holder to registration pursuant to Section 3.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. If any Holder proposes All Holders proposing to distribute its their securities through such underwriting, such Holder underwriting shall (together with the Company and any other stockholders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that, except as set forth in Section 8 hereof, no Holder shall be required to make any representation or warranty to any underwriter (other than representations and warranties regarding such Holder or such Holder's intended method of distribution) or to undertake any indemnification obligation to the Company or any underwriter with respect thereto. Notwithstanding any other provision of this Section 23.2, if the managing underwriter notifies the Company in writing determines that marketing factors require a limitation of the number of securities proposed shares to be included in the underwriting exceeds the number that can be sold in such underwriting without adversely affecting the marketability of the offeringunderwritten, the managing underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting, but in no event shall (i) any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 3.1 be excluded from such offering, (ii) the number of Registrable Securities to be included in such registrationoffering be less than 25% of the total number of securities to be included in such offering, unless such offering is the IPO and such registration does not include shares of any other selling stockholder in which event any or all of the Registrable Securities of the Holders may be excluded from such offering or (iii) the number of Registrable Securities to be included in such offering be reduced below the number of Registrable Securities requested to be registered pursuant to Section 3.2(a) above in order for shares of other selling stockholders to be included, unless Holders of at least two thirds (2/3) of the Registrable Securities proposed to be sold in such offering agree to include the shares held by such selling stockholders. The Company shall so advise the Holder and the other stockholders all Holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 2of such limitation, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holder and any other participating stockholders all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and other securities held by other stockholders Holders at the time of filing the registration statement; provided that statement or in such other manner as shall be agreed to by the aggregate amount Company and Holders of a majority of the Registrable Securities held by each selling Holder proposed to be included in the offering shall not be reduced below 20% of the total amount of securities included in that offeringsuch registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the any Holder or other stockholders holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he such Holder or she holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. 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 180 days after the effective date of the registration statement relating thereto.