Common use of Underwriting Clause in Contracts

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i2(a). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall Other Stockholders request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1such registration, the Initiating Holders shall, on behalf of all Holders, shall offer to include the securities of such securities Other Stockholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)2. The Holders whose shares are to be included in such registration and the Company shall (together with all Holders Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement and related agreements in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. Such underwriting agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 2(f) hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 2(e) hereof, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Holders. The Company shall cooperate fully with the Holders and the underwriters in connection with any underwritten offering. Notwithstanding any other provision of this Section 2.12(a), if the underwriters advise representative advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company 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 Registrable Securities that may be so shares included in the registration by each Holder shall be apportioned reduced on a pro rata among the selling Holders basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities held or any other securities excluded from the underwriting by all selling Holders or reason of the underwriter's marketing limitation shall be included in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedregistration. If a person any Other Stockholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded withdrawn shall also be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities or other securities excluded to be underwritten, the Company and officers and directors of the Company may include its or withdrawn from their securities for its or their own account in such underwriting shall also be withdrawn from such registration. If shares are registration if the representative so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.2 ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i2.2(a). In such event, the right of any Holder to include all or any portion of its his Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata among the selling Holders based on basis according to the number of Registrable Securities then outstanding held by all selling Holders or each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend (a) If, pursuant to Section 2(a)(i), Holder 1 intends to distribute the Registrable Securities covered by their its request by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to this Section 2.1 2(a)(i), and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Demand Notice. The underwriter(s) will be selected by Holder 1. In such event, the right of any Holder to include all or any portion of its such Holder’s Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwritingunderwriting shall (together with the Company as provided in Section 4(l)) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters underwriter(s) selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 2.13(a), if the underwriters advise the Initiating Holders managing underwriter(s) advise(s) Holder 1 in writing that marketing factors require a limitation on the number of shares to be underwritten, then Holder 1 shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned pro rata allocated among such Holders of Registrable Securities, including Holder 1, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders based on Holders; provided, however, that (i) the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting, and (ii) any Registrable Securities which are not PQ Registrable Securities shall not be excluded from such underwriting unless all PQ Registrable Securities are first excluded from 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 any Holder to the nearest 100 shares. For purposes of the provision in this Section 3(a) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence. (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 2(b), the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable) to the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. In To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in such offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering or (iii) notwithstanding (ii) above, any Registrable Securities which are not PQ Registrable Securities be excluded from such registration underwriting unless all other stockholders’ securities and securities for the account PQ Registrable Securities are first excluded from such offering. For purposes of the Company have been first excluded. If provision in this Section 3(b) concerning apportionment, for any selling Holder that is a person who has requested inclusion in partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such registration as provided above does not agree to Holder, or the terms estates and Immediate Family Members of any such underwritingpartners, such person retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be excluded therefrom by written notice from deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any aggregate number of Registrable Securities or other securities excluded or withdrawn from owned by all Persons included in such underwriting “selling Holder,” as defined in this sentence. (c) For purposes of Section 2(a)(i), a registration shall also not be withdrawn from such registration. If shares are so withdrawn from counted as “effected” if, as a result of an exercise of the registration and if underwriter’s cutback provisions in Section 3(a), fewer than fifty percent (50%) of the total number of shares Registrable Securities that Holders have requested to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveRegistration Statement are actually included.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s securities and such person’s other securities of the Company and their its acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwritingHolders) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling such Holders on a Fully Diluted basis; and (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who that have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-Company, which underwriters are reasonably acceptable to a majority in interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing Company that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; and (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares securities are so withdrawn from the registration and if the number of shares securities to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares securities so withdrawn, with such shares securities to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If Holders of at least 50% of the Registrable Securities ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise notify the Company as a part of their request made pursuant Company. The Holders whose shares are to this Section 2.1 be included in such registration and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement and related agreements in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. In any case, such representative shall be a nationally recognized underwriter in good standing. Such underwriting agreement will contain such representations and warranties by the Company and such other terms and provisions as are customary for underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution, the provision of opinions of counsel and accountants' letters and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Holders. The Company shall cooperate fully with the Holders and the underwriters in connection with any underwritten offering. Notwithstanding any other provision of this Section 2.13.2, if the representative of the underwriters advise advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company 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, still further reductions are required, the number of Registrable Securities that may be so shares included in the registration by each Holder shall be apportioned reduced on a pro rata among the selling Holders basis (based on the number of Registrable Securities shares held by such Holder), by such minimum number of shares as is necessary to comply with such request; provided, that there shall be no reduction in the number of shares included in the registration by any Holders until all selling Holders or in such shares of other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be stockholders have been excluded from such registration unless all registration. No Registrable Securities or any other stockholders’ securities and securities for excluded from the account underwriting by reason of the Company have been first excludedunderwriter's marketing limitation shall be included in such registration. If a person any other stockholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded withdrawn shall also be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities or other securities excluded to be underwritten, the Company and officers and directors of the Company may include its or withdrawn from such underwriting shall also be withdrawn from their securities for its or their own account in such registration. If shares are , or for the account of others, if the representative so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holder as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 1.2(a). In such event, the right of any the Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 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 requested, to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company Holder shall (together with all Holders proposing to distribute the Company and the other holders distributing their securities through such underwritingunderwriting (the "Other Participating Holders")) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.11, if the underwriters advise the Initiating Holders in writing managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the number of Registrable Securities that managing underwriter may be so included shall be apportioned pro rata among the selling Holders based on limit the number of Registrable Securities held to be included in the registration and underwriting, on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities) requested to be registered pursuant to registration rights granted to the Holder and the Other Participating Holders by all selling Holders or the Company. To facilitate the allocation of shares in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for accordance with the account of above provisions, the Company have been first excludedor the underwriters may round the number of shares allocated to the Holder or the Other Participating Holders to the nearest one hundred (100) shares. If a person who has requested inclusion in such registration as provided above does not agree to the Holder or any Other Participating Holder disapproves of the terms of any such underwriting, such person shall be excluded it, he or she may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationmanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from , and shall not be transferred in a public distribution prior to one hundred and eighty (180) days after the effective date of the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth abovestatement relating thereto.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in such a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.102.9). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; and (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 3.1(a). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 Article 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 the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwritingunderwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. . (a) Notwithstanding any other provision of this Section 2.1Article 3, if the underwriters advise the Initiating Holders in writing managing underwriter determines that marketing factors (including pricing) require a limitation on of the number of shares to be underwritten, the number Holders of Registrable Securities that shall have priority as to sales over the other holders of the Company’s securities, and the Company shall cause such other holders to withdraw their shares from such offering to the extent necessary to allow all requesting Holders of Registrable Securities to include all shares so requested to be included in such registration. Whenever the number of shares which may be so registered pursuant to Article 3 is still limited by this Section 3.2(a), the Company shall have priority as to sales over the Holders of Registrable Securities, and each Holder of Registrable Securities hereby agrees that it shall withdraw its Registrable Securities from such registration to the extent necessary to allow the Company to include all the shares which the Company desires to sell for its own account to be included within such registration. The Holders of Registrable Preferred Securities given rights by this Article 3 and participating in an offering pursuant to Section 3.1 together shall share pro rata in the available portion of the registration in question, such sharing to be based upon the number of shares of Registrable Preferred Securities then held by such participating Holders. If after the inclusion of such Registrable Preferred Securities, it is possible to include additional shares in such registration, the Original Stockholders given rights by this Article 3 and participating in an offering pursuant to Section 3.1 together shall share pro rata in the remaining available portion of the registration in question, such sharing based upon the number of shares of Original Stockholder Shares then held by such participating Original Stockholders. No Registrable Securities excluded from the underwriting by reason of the underwriters’ marketing limitation shall be apportioned pro rata among included in such registration. (b) The Company shall so advise all Holders and the selling Holders based on other holders distributing their securities through such underwriting of any such limitation, and the number of shares of Registrable Securities held by all selling Holders or that may be included in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationmanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration, but the Holder shall continue to be bound by Section 11.10 hereof. If shares are so withdrawn from by the registration and if the withdrawal of such securities a greater number of shares to Registrable Securities held by other Holders may be included in such registration was previously reduced as a result (up to the maximum of marketing factors pursuant to this Section 2.1(dany limitation imposed by the underwriters), then the Company shall then offer to all Holders who have retained rights included (or requested to include securities include) Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 3.2. (c) The Company shall have the right to terminate or withdraw any registration in an aggregate amount equal initiated by it under this Article 3 prior to the number effectiveness of shares so withdrawnsuch registration, with whether or not a Holder has elected to include Registrable Securities in such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata among percentage of Registrable Securities held by such Holders; (ii) second, to the selling Other Selling Equity Holders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Other Selling Equity Holders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. In no event shall the number of Registrable Securities or Other Shares underwritten in such registration be limited unless and until all shares held by all selling persons other than Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be Other Selling Equity Holders including the Company, are completely excluded from such registration unless all other stockholders’ securities and securities for offering. Notwithstanding the account foregoing, no such reduction shall reduce the value of the Company have been first excludedRegistrable Securities of the Holders included in such registration below thirty percent (30%) of the total value of securities included in such registration. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Equity Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Equity Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 The piggyback and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right participation rights of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to Section 3 or this Section 2.1 4 shall be conditioned upon such Holder’s acceptance of the terms of, and participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1in, the Initiating Holders shall, on behalf of all Holders, offer underwriting arrangements as agreed to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of by the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10managing underwriter(s). The Company shall (together with all All Holders proposing to distribute their securities Registrable Securities through such underwritingunderwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting; provided, however, notwithstanding any other provisions in this Agreement, each Holder, in its capacity as a Holder, shall not be required by any underwriting agreement (or other agreement in connection with such offering) (i) to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the ownership of such Holder’s Registrable Securities and such Holder’s intended method or methods of disposition and any other representation required by law or (ii) to furnish any indemnity to any Person which is broader than the indemnity furnished by such Holder pursuant to Section 8(b). In the event of any registration or offering initiated by the majority-in-interest of Company, the Initiating Holders, which Company shall select the underwriters shall be reasonably acceptable to the Companyparticipate in such registration or offering in its sole discretion. Notwithstanding any other provision of this Section 2.14, if the underwriters advise the Initiating Holders in writing managing underwriter(s) determine that marketing factors require a limitation on of the number of shares to be underwrittenunderwritten in a Company-initiated registration or offering, the Company shall so advise all Holders whose securities would otherwise be registered or offered pursuant hereto, and the number of shares of Registrable Securities that may be so included in the registration or underwritten offering shall be apportioned pro rata among so limited and, except as otherwise provided herein, shall be allocated as follows: (i) first, to the selling Holders based on the number of Company; (ii) second, if there remains additional availability for additional Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced or underwritten offering, among all Holders in proportion, as a result nearly as practicable, to the respective amounts of marketing factors Registrable Securities requested by such Holders to be included in the registration or underwritten offering; and (iii) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offering. If any Holder disapproves of the terms of any underwriting related to any underwritten offering effected pursuant to Section 3 or this Section 2.1(d4, the Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s). If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the managing underwriter(s)), then the Company shall then offer to all Holders who have retained rights to include securities included Registrable Securities in the registration or underwritten offering the right to include additional shares of Registrable Securities in the registration same proportion used in an aggregate amount equal to determining the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveparticipation limitation in Section 3(c) or this Section 4(b).

Underwriting. If the Initiating Holders intend propose to distribute the Registrable Securities covered by their request by means of pursuant to an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)2. The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Holders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend Company intends to distribute the Registrable Securities covered by their request its registration by means of an underwritingunderwritten offering, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 2.4(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 2.4 shall be conditioned upon such Holder’s participation in such underwriting underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the extent provided herein. If the The Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf together with all participating Holders of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation Registrable Securities of the Company or such other persons in such underwriting (if any) proposing (and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing permitted) to distribute 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 representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest Company. Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Initiating Holders, which underwriters Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Holder shall be reasonably acceptable entitled to participate in such underwritten offering unless such Holder completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the Companyterms of such underwriting agreement. Notwithstanding any other provision of this Section 2.12.4, if the managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities included in a registration pursuant to this Section 2.4 shall advise the Initiating Company and the Existing Holders that have requested to participate in writing such registration that marketing factors require the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without being likely to have a limitation significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the number of shares of Registrable Securities that may be included in such registration shall be (1) first, 100% of the securities that the Company proposes to be underwrittensell, (2) second, and only if all the securities referred to in clause (1) have been included, the number of Registrable Securities that may the Existing Holders proposed to include in such registration, which, in the opinion of such managing underwriter or underwriters, can be so included shall sold without having such adverse effect in such registration, with such number to be apportioned allocated pro rata among the selling such Existing Holders that have requested to participate in such registration based on the relative number of Registrable Securities then held by each such Existing Holder (provided, that any securities thereby allocated to an Existing Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Existing Holders in like manner) and (3) third, only if all selling Holders or of the Registrable Securities referred to in clause (2) have been included in such registration, any other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities eligible for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to that, in the terms opinion of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the managing underwriter or the Initiating Holders. The securities so excluded shall also underwriters, can be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from sold without having such underwriting shall also be withdrawn from adverse effect in such registration. If shares are so withdrawn No securities excluded from the registration and if underwriting by reason of the number of shares to managing underwriter’s or underwriters’ marketing limitation shall be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveregistration.

Underwriting. 6.1 If requested by the Initiating Holders intend to distribute the underwriters for any underwritten offering of Registrable Securities covered by their request by means of an underwritingpursuant to a registration hereunder, they shall so advise the Company will enter into and perform its obligations under an underwriting agreement with the underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as a part of their request made pursuant are customarily contained in underwriting agreements with respect to this Section 2.1 secondary distributions, including, without limitation, customary provisions relating to indemnities and contribution and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right provision of any Holder to include all or any portion opinions of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting counsel and the inclusion of such Holder’s Registrable Securities to the extent provided herein. accountants’ letters. 6.2 If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account3 hereof shall involve, in whole or if other persons shall request inclusion in any registration part, an underwritten offering, the Company may require Registrable Securities requested to be registered pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares 3 to be included in such underwriting on the same terms and conditions as shall be applicable to the securities being sold through underwriters under such registration. In such case, Holders, if requesting registration, shall be a party to any such underwriting agreement. Such agreement shall contain such representations and warranties by the Holders requesting registration was previously reduced and such other terms and provisions as a result are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnities and contribution. 6.3 In any offering of marketing factors Registrable Securities pursuant to this Section 2.1(da registration hereunder, Holders shall also enter into such additional or other agreements as may be customary in such transactions, which agreements may contain, among other provisions, such representations and warranties as the Company or the underwriters of such offering may reasonably request (including, without limitation, those concerning Holders their Registrable Securities, Holders’ intended plan of distribution and any other information supplied by it to the Company for use in such registration statement), then the Company shall then offer and customary provisions relating to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveindemnities and contribution.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute Unless the Registrable Securities covered may be registered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such eventon Form S-3, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 1.2 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.11.2, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 1 (including Section 2.101.13). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the a majority-in-interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.11.2, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders or such Holders, assuming conversion; provided, however, that the number of shares of Registrable Securities to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been are first excludedentirely excluded from the underwriting and registration. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners, members, former members and stockholders of such holder, or the estates and family members of any such partners and retired partners, members and former members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d)1.2, then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute Unless the Registrable Securities covered may be registered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such eventon Form S-3, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company; provided, however, that the liability of each Holder of Registrable Securities in respect of any indemnification, contribution or other obligation of such Holder arising under such underwriting agreement (i) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of, and relating to, such Holder expressly for inclusion therein and (ii) shall not in any event exceed an amount equal to the net proceeds to such Holder (after deduction of all underwriters’ discounts and commissions paid by such Holder) from the disposition of the Registrable Securities disposed of by such Holder pursuant to such registration. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany; and (iii) third, to the Other Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in a underwriting. In such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If case, if the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest Initiating Holders holding in the aggregate a majority of the Registrable Securities held by the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata among the selling Holders based on percentage of Registrable Securities held by such Holders, assuming conversion (provided that if, by operation of this clause (i), the number of Registrable Securities to be so included is reduced to less than 50% of the aggregate number of Registrable Securities so requested by all Holders to be included, then the holders of a majority of the Registrable Securities may withdraw the request for such registration and, in such a case, (A) such registration shall not be counted as a registration “initiated” by the Company for purposes of Section 2.1(b)(iv) or “effected” by the Company for purposes of Section 2.3(b)(iii) and (B) the Company shall bear the Registration Expenses of such registration notwithstanding any provision of Section 2.4 to the contrary); and (ii) second, among all Other Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by all selling Holders such Other Selling Stockholders, assuming conversion; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other stockholders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If If, pursuant to this Section 1.3, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and 1.3(a). The underwriter(s) will be selected by the Company shall include such information in Initiating Holders, subject only to the written notice referred to in subsection 2.1(a)(i)reasonable approval of the Company. In such event, the right of any Holder to include all or any portion of its such Holder’s Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters underwriter(s) selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 2.11.3(b), if the underwriters advise managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned pro rata allocated among such Holders of Registrable Securities, including the selling Holders based on Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities held owned by all selling Holders each Holder or in such other proportions proportion as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting; provided, such person shall be excluded therefrom by written notice from the Companyhowever, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if that the number of shares Registrable Securities held by the Holders to be included in such registration was previously underwriting shall not be reduced as a result unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of marketing factors pursuant to this Section 2.1(d)shares in accordance with the above provisions, then the Company shall then offer to all Holders who have retained rights to include securities in or the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to underwriters may round the number of shares so withdrawn, with such shares allocated to be allocated among such Holders requesting additional inclusion, as set forth aboveany Holder to the nearest one hundred (100).

Underwriting. If Subject to the Initiating Holders intend to distribute last sentence of Section 3.3(a), if the Registrable Securities covered by their request by means registration of which the Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 3.3(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 3.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant All Holders proposing to this Section 2.1 dispose of securities being sold for its own accounttheir Registrable Securities through such underwriting, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of together with the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute other parties distributing their securities through such underwriting) , shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.13.3, if the underwriters shall advise the Initiating Holders in writing Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwritten, then the Company may limit the number of Registrable Securities to be included in the registration and underwriting, subject to the terms of this Section 3.3. The Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned allocated in the following manner: first, to the Company and second, to the Holders on a pro rata among the selling Holders basis based on the total number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling the Holders. In no event shall ; provided, that any Registrable Securities thereby allocated to a Holder that exceed such Holder’s request shall be excluded from reallocated among the remaining requesting Holders in like manner. No such registration unless all other stockholders’ reduction shall (i) reduce the securities and securities for the account of being offered by the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares for its own account to be included in such the registration was previously reduced as a result and underwriting, or (ii) reduce the amount of marketing factors pursuant to this Section 2.1(d), then securities of the Company shall then offer to all selling Holders who have retained rights to include securities included in the registration below twenty-five percent (25%) of the right to total amount of securities included in such registration, unless such offering does not include additional shares of any other selling security holders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the registration immediately preceding sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders Major Holder requesting registration under this Section 2.2 intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2(a), and the Company shall include such information in the written notice referred to in subsection 2.1(a)(iSection 2.2(a). In such event, the right of any Holder to include all or any portion of its such Holder’s Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 2.2(a) of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Major Holders shall, on behalf of all Holders, offer to include such securities in the underwriting underwriting, and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)securities. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating initiating Holders, which underwriters unless the Company itself shall be reasonably acceptable to the Companyselected underwriter, in which case the consent of the Holders shall not be required. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Company securities that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such Registration Statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion or in such other proportions as shall mutually be agreed exercise; (ii) second, to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Major Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If In the Initiating case of any offering made in accordance with Section 2(a), other than an offering made pursuant to a Takedown Demand: (i) if the Requesting Equity Holders intend to distribute the Registrable Securities covered by their request Shares by means of an underwritingUnderwritten Offering, they shall so advise the Company as a part of their its request made pursuant to this Section 2.1 2(a) and the Company managing underwriter for such Underwritten Offering shall include such information be chosen by the holders of a majority in aggregate amount of the Registrable Shares (x) being registered by members of the Sponsor Group, in the written notice referred to in subsection 2.1(a)(i). In such event, the right case of any Holder to include all or any portion of its Registrable Securities in a registration an offering pursuant to this Section 2.1 a Demand Registration where any member of the Sponsor Group is the Requesting Equity Holder or (y) in any other case, being registered by all Equity Holders, and in each case, with the consent of the Company, which consent shall not be conditioned upon such Holder’s participation in such underwriting and unreasonably withheld, delayed or conditioned. If the holders of Other Shares request inclusion of such Holder’s Registrable Securities to shares, the extent provided herein. If Equity Holders agree that the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to may include such securities shares in the underwriting and Underwritten Offering so long as such offer shall holders agree to be conditioned upon bound by the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)2. The Requesting Equity Holders and the Company shall (together with all other Eligible Holders proposing to distribute their securities Eligible Shares through such underwritingUnderwritten Offering) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be and reasonably acceptable to the CompanyCompany with the underwriter or underwriters. Notwithstanding any other provision of this Section 2.12, if the underwriters advise the Initiating Holders managing underwriter selected as provided in writing this Section 2(c) determines that marketing factors require a limitation on the number of shares to be underwrittenunderwritten in such Underwritten Offering, the managing underwriter may limit the number of Registrable Securities that may shares proposed to be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions registration and Underwritten Offering as follows: (1) first, the Primary Shares shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any extent so required by such underwritinglimitation; (2) second, such person to the extent further limitation is required by the managing underwriter, the Other Shares shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from registration to the extent so required by such registration. If shares are so withdrawn from the registration and if limitation such that the number of shares to be included by such holders of Other Shares shall be determined on a pro rata basis based upon the aggregate number of Other Shares held by each such holder seeking registration; and (3) third, to the extent further limitation is required by the managing underwriter, the remaining Registrable Shares held by Equity Holders shall be excluded from such registration to the extent so required by such limitation such that the number of Registrable Shares held by Equity Holders to be included in the offering shall be determined on a pro rata basis based upon the aggregate number of Registrable Shares held by each Equity Holder seeking registration. (ii) No Other Shares, Primary Shares or Registrable Shares excluded from the Underwritten Offering by reason of the underwriter’s marketing limitation shall be included in such Underwritten Offering, and any Eligible Holder who has requested inclusion in such Underwritten Offering as provided above (including the Requesting Equity Holders) may elect to withdraw therefrom at any time prior to the effectiveness of such registration was previously reduced as statement by written notice to the Company, the managing underwriter and the Requesting Equity Holders; provided that, if the underwriters’ counsel reasonably determines that such withdrawal would materially delay the registration or require a result recirculation of marketing factors pursuant to this Section 2.1(d)the prospectus, then the Company no Eligible Holder shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in withdraw unless the registration in an aggregate amount equal Requesting Equity Holders have elected to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth abovewithdraw.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 The piggyback and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right participation rights of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to Section 3 or this Section 2.1 4 shall be conditioned upon such Holder’s acceptance of the terms of, and participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1in, the Initiating Holders shall, on behalf of all Holders, offer underwriting arrangements as agreed to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of by the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10managing underwriter(s). The Company shall (together with all All Holders proposing to distribute their securities Registrable Securities through such underwritingunderwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting; provided, however, notwithstanding any other provisions in this Agreement, each Holder, in its capacity as a Holder, shall not be required by any underwriting agreement (or other agreement in connection with such offering) (i) to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the ownership of such Holder’s Registrable Securities and such Holder’s intended method or methods of disposition and any other representation required by law or (ii) to furnish any indemnity to any Person which is broader than the indemnity furnished by such Holder pursuant to Section 8(b). In the event of any registration or offering initiated by the majority-in-interest of Company, the Initiating Holders, which Company shall select the underwriters shall be reasonably acceptable to the Companyparticipate in such registration or offering in its sole discretion. Notwithstanding any other provision of this Section 2.14, if the underwriters advise the Initiating Holders in writing managing underwriter(s) determine that marketing factors require a limitation on of the number of shares to be underwrittenunderwritten in a Company-initiated registration or offering, the Company shall so advise all Holders whose securities would otherwise be registered or offered pursuant hereto, and the number of shares of Registrable Securities that may be so included in the registration or underwritten offering shall be apportioned pro rata among so limited and, except as otherwise provided herein, shall be allocated as follows: (iii) first, to the selling Holders based on the number of Company; (iv) second, if there remains additional availability for additional Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced or underwritten offering, among all Holders in proportion, as a result nearly as practicable, to the respective amounts of marketing factors Registrable Securities requested by such Holders to be included in the registration or underwritten offering; and (v) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offering. If any Holder disapproves of the terms of any underwriting related to any underwritten offering effected pursuant to Section 3 or this Section 2.1(d4, the Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s). If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the managing underwriter(s)), then the Company shall then offer to all Holders who have retained rights to include securities included Registrable Securities in the registration or underwritten offering the right to include additional shares of Registrable Securities in the registration same proportion used in an aggregate amount equal to determining the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveparticipation limitation in Section 3(b) or this Section 4(b).

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest Company and approved by Holders of at least a majority of the Initiating Holders, which underwriters shall be reasonably acceptable to the CompanyRegistrable Securities. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and (including securities for the account of the Company Company) have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a Qualified Offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 3.1(a). In such event, the any right of any Holder the Holders to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 Article 3 shall be conditioned upon such Holder’s their participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)underwriting. The Company shall (together with all Holders proposing to distribute their securities through such underwritingunderwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. . (a) Notwithstanding any other provision of this Section 2.1Article 3, if the underwriters advise managing underwriter advises the Initiating Holders of Offerable Securities in writing that marketing factors require a limitation on of the number of shares to be underwritten, the number of Registrable underwriter may exclude some or all Offerable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities Company shall so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration advise all Holders of Offerable Securities, and if the number of shares of Common Stock to be included in such registration was previously reduced as a result shall be allocated with the following priority: (i) for the account of marketing factors the Company, all shares of Common Stock proposed to be sold by the Company; (ii) for the account of the Holders of Offerable Securities participating in such registration, except to the extent such registration is being offered pursuant to this Section 2.1(dthe exercise of demand rights of any Other Stockholders (defined in clause (iii) below) (in which case such Other Stockholders shall have priority over the Holders); and (iii) except as provided in clause (ii), then for the account of any other stockholder of the Company participating in such registration other than the Holders (“Other Stockholders”). No Offerable Securities excluded from the underwriting by reason of the underwriters’ marketing limitation shall then offer to all be included in such registration. (b) The Company shall so advise the Holders who have retained rights to include securities in and the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to Other Stockholders of any such limitation, and the number of shares so withdrawn, with such shares of Common Stock held by the Holders and by the Other Stockholders that may be included in the registration. If the Holders disapprove of the price at which the Offerable Securities are to be allocated among sold under this Article 3, they may elect to irrevocably withdraw therefrom by written notice to the Company, WM Sub and the managing underwriter. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Article 3 prior to the effectiveness of such Holders requesting additional inclusionregistration, as set forth abovewhether or not a Holder has elected to include Offerable Securities in such registration.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 1.2 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(iSection 1.2(a). In such event, the right of any Holder to include all his, her, or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.11.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata among the selling Holders based on basis according to the number of Registrable Securities then outstanding held by all selling Holders or each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If (a) The distribution of the Initiating Holders intend to distribute the Registrable Offerable Securities covered by their the request of the Holders shall be effected by means of the method of distribution permitted hereunder (with consent obtained as applicable hereunder) and as selected by the Holders with prior notice to the Company and WM Sub. If such distribution is effected by means of an underwriting, they shall so advise the Company as a part right of their request made each Holder to offer or register pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 Article 2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Offerable Securities in the underwriting (unless otherwise agreed by the Holders that requested the registration) to the extent provided herein. . (b) If the Company shall request inclusion in any registration pursuant to this Section 2.1 such distribution is effected by means of securities being sold for its own accountan underwriting, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company Holders shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative a managing underwriter of the underwriter or underwriters internationally recognized standing selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1Article 2, if the underwriters advise managing underwriter advises the Initiating Company or the Holders in writing that marketing factors require a limitation on of the number of shares Offerable Securities to be underwritten, then the underwriters may exclude Offerable Securities requested to be included in such registration. In such case, the number of Registrable Offerable Securities that may to be so included in the registration and underwriting shall be apportioned pro rata among allocated: (1) to the selling Holders based on Holders, as nearly as practicable to the number respective amounts of Registrable Offerable Securities held by all selling Holders or requested to be included in such Offering Document by the Holders; and (2) to the Company, for its account, to the extent that the Company wishes to participate in the Offering pursuant to Section 2.4. No Offerable Securities or other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be securities excluded from such registration unless all other stockholders’ securities and securities for the account underwriting by reason of the Company have been first excluded. If a person who has requested inclusion managing underwriter’s marketing limitation shall be included in such registration as provided above does not agree registration. (c) If, following a roadshow or other distribution efforts, the Holders disapprove of the price at which the Offerable Securities are to be sold, the terms of any such underwriting, such person shall be excluded Holders may elect to irrevocably withdraw therefrom by written notice from to the Company, WM Sub and the underwriter or managing underwriter. If applicable, the Initiating Holders. The securities Offerable Securities so excluded withdrawn shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or If a requested offering is withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.3(c), then the Company Holders shall then offer to all Holders who have retained rights to include securities in the registration the lose a right to include additional Registrable request a registration of Offerable Securities in the and such withdrawn offering shall constitute a demand registration in an aggregate amount equal to the number for purposes of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveSections 2.1 and 2.2.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such a underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling such Holders (on an as-converted to Common Stock basis); (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. (a) If requested by the Initiating Holders intend underwriters for any underwritten offering of Eligible Securities pursuant to distribute the Registrable Securities covered by their request by means of an underwritinga registration requested hereunder, they shall so advise the Company as a part of their request made pursuant will enter into and perform its obligations under an underwriting agreement with such underwriters for such offering, such agreement to this Section 2.1 contain such representations and warranties by the Company shall include and such information other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting effect and the inclusion of such Holder’s Registrable Securities to the extent provided hereinin Article 7 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 5.l(f). If 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 and the Company representations and warranties by, and the other agreements on the part of, the company to and for the benefit of such underwriters shall request inclusion also be made to and for the benefit of such holders of Eligible Securities. Notwithstanding the foregoing, any Selling Investor may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such Eligible Securities in connection with such registration. (b) In the event that any registration pursuant to this Section 2.1 of securities being sold for its own accountArticle 4 hereof shall involve, in whole or if other persons shall request inclusion in any registration part, an underwritten offering, the Company may require Eligible Securities requested to be registered pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares Article 4 to be included in such registration was previously reduced underwriting on the same terms and conditions as a result shall be applicable to the Other Securities being sold through underwriters under such registration. In such case, the holders of marketing factors pursuant Eligible Securities on whose behalf Eligible Securities are to this Section 2.1(d)be distributed by such underwriters shall be parties to any such underwriting agreement. Such agreement shall contain such representations and warranties by the Selling Investors and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, then including, without limitation, indemnities and contribution to the effect and to the extent provided in Article 7. The representations and warranties in such underwriting agreement by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall then offer also be made to all Holders who have retained rights to include securities in and for the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number benefit of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveholders of Eligible Securities.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 1.3(A)(1). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 1.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s Registrable Securities Common Stock, in the case of a Company offering of Common Stock, or Registrable Exchangeable Shares, in the case of an Exchangeco offering of Exchangeable Shares, to the extent provided herein. If the Company shall request inclusion in any registration pursuant All Holders proposing to this Section 2.1 of distribute their securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in through such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute the Company or Exchangeco, as the case may be, and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of Company or Exchangeco, as the Initiating Holderscase may be; provided, which underwriters however, that no Holder participating in such underwriting shall be reasonably acceptable required to make any representation or warranty except with respect to such Holder and its intended method of distribution, and that the liability of such Holder shall be limited to an amount equal to the Companynet proceeds from such underwriting received by such Holder. Notwithstanding any other provision of this Section 2.1Agreement, if the underwriters advise managing underwriter advises the Initiating Holders in writing Company or Exchangeco, as the case may be, that marketing factors require a limitation on of the number of shares to be underwritten, then the number of underwriter may exclude some or all Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless and underwriting; provided, however, that, subject to the next sentence, any such limitation or "cutback" shall be (i) first applied to all shares proposed to be sold in such offering (other stockholders’ securities and securities than for the account of the Company or Exchangeco, as the case may be), which are not Registrable Securities or Philips Registrable Securities; (ii) then applied to the Registrable Securities of Holders and Philips Registrable Securities, if applicable. In the event that the number of shares of Registrable Securities and Philips Registrable Securities, if applicable, to be included in a registration shall be limited pursuant to the foregoing, the Company or Exchangeco, as the case may be, shall so advise all Holders and Philips, if applicable, and the number of shares of Registrable Securities and Philips Registrable Securities, if applicable, that may be included in the registration and underwriting shall be allocated among all Holders and Philips, if applicable, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and Philips Registrable Securities, if applicable, requested to be included. Notwithstanding the preceding sentence, if such registration is a Philips Demand Registration, no Philips Registrable Securities shall be excluded from such registration pursuant to any underwriter limitation or cutback unless and until all Registrable Securities have been first excludedso excluded from such registration. No Registrable Securities excluded from the underwriting by reason of the underwriters marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or Exchangeco, as the case may be, or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded it may elect to withdraw therefrom by written notice from to the CompanyCompany or Exchangeco, as the underwriter or case may be, and the Initiating Holders. The securities so excluded shall also be withdrawn from registrationmanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred and twenty (120) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. If shares are so withdrawn from by the registration and if the withdrawal of such Registrable Securities a greater number of shares to Registrable Securities held by other Holders may be included in such registration was previously reduced as a result (up to the maximum of marketing factors pursuant to this Section 2.1(dany limitation then imposed by the underwriter), then the Company or Exchangeco, as the case may be, shall then offer to all Holders who Holders, if any, whose shares have retained rights to include securities in been excluded from the registration by the terms of this Section 1.3(B), the right to include additional Registrable Securities in the registration same proportion used in an aggregate amount equal determining the underwriter limitation in this Section 1.3(B) up to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth abovelimitation then imposed by the underwriter.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i2.1(a). In such event, the right of any Holder or the Key Employee to include all or any portion of its Registrable Subject Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s or the Key Employee’s participation in such underwriting and the inclusion of such Holder’s Registrable or the Key Employee’s Subject Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all HoldersHolders and the Key Employee, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such other person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and the Key Employee proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating HoldersCompany, which underwriters shall be reasonably acceptable to a majority in interest of the CompanyInitiating Holders. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that (i) marketing factors require a limitation on the number of shares to be underwritten, or a limitation of the total number of shares of the Key Employee to be underwritten, or (ii) the offering price per share would be reduced by the inclusion of the shares of the Key Employee and/or the Company, then the number of shares to be included in the registration and underwriting shall first be allocated among all Holders who indicated to the Company their decision to distribute any of their Registrable Securities through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Registrable Securities owned by such Holders at the time of filing the registration statement, then to the Key Employee who has indicated to the Company his decision to distribute any of his 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 Key Employee at the time of filing the registration statement, and the remainder, if any, to the Company; provided, however, that if the underwriter determines that marketing factors require a limitation of the number of shares of the Key Employee to be underwritten or that the offering price per share would be reduced by the inclusion of the shares of the Key Employee, then the number of shares of the Key Employee that may be so included shall be apportioned pro rata among reduced, or eliminated from registration, as the selling Holders based on underwriter shall advise. No stock excluded from the number underwriting by reason of Registrable Securities held by all selling Holders or the underwriter’s marketing limitation shall be included in such other proportions as shall mutually be agreed to by all such selling Holdersregistration. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Subject Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(f), then the Company shall then offer to all Holders Holders, and thereafter to the Key Employee, who have retained rights to include securities in the registration the right to include additional Registrable Subject Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated first among such Holders requesting additional inclusion, as set forth above, and thereafter to the Key Employee.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing market factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among all the selling Holders based on the number of (excluding GECC and CIT) requesting to include Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to GECC and CIT; (iii) third, to the Other Selling Stockholders; and (iv) fourth, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend Abbott intends to distribute the its Registrable Securities covered by their its request by means of a registered public offering involving an underwriting, they Abbott shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in so advise the written other Holders as part of the notice referred given pursuant to in subsection 2.1(a)(iSection 3.1(a). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 3.1 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 3.1, 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 the Company shall request inclusion in any registration pursuant to this Section 2.1 3.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.13.1, the Initiating Holders Abbott shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 3 (including Section 2.103.11). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Company and reasonably acceptable to the CompanyAbbott. Notwithstanding any other provision of this Section 2.13.1, if the underwriters advise managing underwriter advises Abbott and the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and Other Shares and the number of shares of Registrable Securities and Other Shares that may be so included in the registration and underwriting shall be apportioned pro rata allocated as follows: (i) first, to Abbott; (ii) second, among all other Holders thereof in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held by all selling such Holders at the time of filing the registration statement; (iii) third, to Other Selling Stockholders; and (iv) fourth, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company; provided, however, that shares to be registered and held by persons other than the Holders and shares to be registered and offered by the Company have been first excludedshall be excluded entirely before any Registrable Securities shall be limited hereunder. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder of Registrable Securities or Other Selling Stockholder disapproves of the terms of any such the underwriting, such person shall be excluded Holder or Other Selling Stockholder may elect to withdraw therefrom by written notice from to the Company, the managing underwriter or and the Initiating Holdersother Holders and Other Selling Stockholder. The Registrable Securities, Other Shares and/or other securities so excluded withdrawn shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Corporation gives notice is for a registered public offering involving an underwriting, they the Corporation shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(i)Section 1.3(a) above. In such event, the right of any Holder to include all or any portion of its Registrable Securities participate in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant All Holders proposing to this Section 2.1 of distribute their securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in through such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute the Corporation and any other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest Corporation and approved by the Corporation’s Board of the Initiating Holders, which underwriters shall be reasonably acceptable to the CompanyDirectors. Notwithstanding any other provision of this Section 2.11.3, if the underwriters advise the Initiating Holders in writing managing underwriter determines, and provides written notice, that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration. The Corporation shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of securities that may be included in the registration and underwriting (other than on behalf of the Corporation) 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 Holders) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities that may be so included shall be apportioned pro rata among the selling or other securities owned by such Holders based on the number of Registrable Securities held by all selling Holders and such other holders, or in such other proportions proportion as shall mutually be agreed to by all such the selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwritingHolders only; provided, such person shall be excluded therefrom by written notice from the Companyhowever, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if that the number of shares Registrable Securities to be included in such registration was previously underwriting shall not be reduced as a result unless all other securities (other than securities to be sold by the Corporation) are first entirely excluded from the underwriting. To facilitate the allocation of marketing factors pursuant to this Section 2.1(d)shares in accordance with the above provisions, then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to Corporation may round the number of shares so withdrawn, with such shares allocated to be allocated among such Holders requesting additional inclusion, as set forth aboveany Holder or holder to the nearest one hundred (100) shares.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.2 ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i2.2(a). In such event, the right of any Holder to include all or any portion of its his Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata among the selling Holders based on basis according to the number of Registrable Securities then outstanding held by all selling Holders or each Holder requesting registration (including the Initiating Holders); PROVIDED, HOWEVER, that the number of shares of Registrable Securities to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed Holders, assuming conversion; (ii) second, to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedand the Other Selling Stockholders, based on any agreements the Company has with such Other Selling Stockholders. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders Holders, the Company and the Other Selling Stockholders requesting additional inclusion, inclusion as set forth above.

Underwriting. (i) If the Initiating Holders under Section 2.1(a) or the requesting Holder or Holders under Section 2.1(b) intend to distribute all or part of the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company Corporation as a part of their request made pursuant to this Section 2.1 and the Company Corporation shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 2.1(a)(i)(A) or Section 2.1(b)(i)(A), as applicable. In such event, the right of any Holder to include all or any portion of its such Holder’s Registrable Securities in a such registration (or portion thereof that will be underwritten) pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company Corporation shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if any other persons Person shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders under Section 2.1(a) or the requesting Holder or Holders under Section 2.1(b) shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company Corporation or such other persons Persons in such underwriting and the inclusion of the CompanyCorporation’s and such personPerson’s other securities of the Company Corporation and their acceptance of the further applicable provisions of this Section 2 II (including Section 2.102.9). The Company Corporation shall (together with all Holders and other Persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating HoldersCorporation, which underwriters shall be are reasonably acceptable to the Company. Initiating Holders under Section 2.1(a) or the requesting Holder or Holders under Section 2.1(b) holding at least a majority of the Registrable Securities that are proposed to be included in such underwriting. (ii) Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders under Section 2.1(a) or the requesting Holder or Holders under Section 2.1(b) in writing that marketing factors require a limitation on the number of shares Shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated as follows: (A) first, among the selling all Holders requesting to include Registrable Securities in such Registration Statement, or for a Registration Statement filed on Form S-3 providing for an offering of securities on a continuous basis, requesting all or a portion of such Registrable Securities to be included in such underwriting based on the number pro rata percentage of Registrable Securities held by all selling Holders or in such other proportions as Holders, which pro rata percentage shall mutually be agreed to based upon the aggregate amount of Registrable Securities owned by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities related entities and securities individuals; and (B) second, to the Corporation, which the Board may allocate, at its discretion, for the Corporation’s own account or for the account of Other Selling Stockholders. For purposes of the Company have been first excluded. preceding sentence concerning apportionment, for any selling stockholder that is a Holder and that is a venture capital or private equity fund, partnership, limited partnership, limited liability company or corporation, the affiliated venture capital or private equity funds, partners, retired partners, members, retired members, managers, retired managers, managing members, retired managing members and stockholders of such Holder, or the estates and family members of any such partners or retired partners, members and retired members, managers and retired managers, managing members and retired managing members, and any trusts for the benefit of any of the foregoing Persons shall be deemed to be a single selling Holder. (iii) If a person Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person Person shall be excluded therefrom by written notice from the CompanyCorporation, the underwriter underwriter, the Initiating Holders under Section 2.1(a), or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationHolders under Section 2.1(b). Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registrationregistration unless such registration is a Registration Statement filed on a Form S-3 providing for an offering of securities on a continuous basis. If shares Shares are so withdrawn from the registration and or if the number of shares Shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e)(ii), then the Company Corporation shall then offer to all Holders who have retained rights to include securities Shares in the registration the right to include additional Registrable Securities Shares in the registration in an aggregate amount equal to the number of shares Shares so withdrawnwithdrawn or reduced, with such shares Shares to be allocated among such Holders requesting additional inclusion, inclusion as set forth abovein Section 2.1(e)(ii).

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 9.5 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)9.5(a)(i) above. In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 9.5 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account9.5, or if other persons shall holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such registration (the "Other Shareholders") request inclusion in any registration pursuant to this Section 2.1such inclusion, the Initiating Holders shall, on behalf of all Holders, offer to include the securities of such securities officers, directors and Other Shareholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further all applicable provisions of this Section 2 (including Section 2.10)9. The Company shall (together with all Holders Holders, officers, directors and Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.19.5, if the representative of the underwriter or underwriters advise advises the Initiating Holders in writing that marketing factors require make it advisable to impose a limitation on the number of shares to be underwritten, the securities of the Company (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 if a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders of Registrable Securities whose securities would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all such Holders in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held by all selling Holders such persons at the time of filing the registration statement. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedregistration. If a person who has requested inclusion in such registration as provided any Holder of Registrable Securities, officer, director or Other Shareholder above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded party may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded withdrawn shall also be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities or other securities excluded or withdrawn from to be underwritten, the Company may include its securities for its own account in such underwriting shall also be withdrawn from such registration. If shares are registration if the underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. If In the Initiating Holders intend event that a registration pursuant to distribute the Registrable Securities covered by their request by means of this Section 2.2 is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made the notice given pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i2.2(a). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 2.2 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If the The Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) Participating Holders, enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Company and reasonably acceptable to a majority of the CompanyParticipating Holders. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all Holders thereof in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held by all selling such Holders at the time of filing the registration statement or in such other proportions manner as shall mutually be agreed to by all such selling Holders. In no event shall the Company and Holders of a majority of the Registrable Securities proposed to be excluded from included in such registration registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other stockholders’ securities and securities for are first entirely excluded from the account underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company have been first excludedor the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the Company, the managing underwriter or and the Initiating Holders. The Registrable Securities and/or other securities so excluded withdrawn shall also be withdrawn from registration. Any , and such Registrable Securities or other securities excluded or withdrawn from such underwriting shall also not be withdrawn from transferred in a public distribution prior to 90 days after the effective date of such registration. If shares are so withdrawn from , or such other shorter period of time as the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveunderwriters may require.

Underwriting. If the Initiating Holders intend to distribute Unless the Registrable Securities covered may be registered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such eventon Form S-3, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by such Holders, assuming conversion; (ii) second, among all selling Holders or Other Selling Stockholders requesting to include Other Shares in such other proportions as shall mutually be agreed registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, assuming conversion; and (iii) third, to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend request that an offering to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made be registered pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event2.3 be underwritten, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 such registration shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 2.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.12.3, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and and, if the Initiating Holders had requested that such offering be underwritten, such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.102.7). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting underwriting. The underwriters for any offering to be registered pursuant to this Section 2.3 shall be selected by the majority-in-interest Initiating Holders (subject to the consent of the Initiating HoldersCompany, which underwriters such consent shall not be reasonably acceptable to the Companyunreasonably withheld, conditioned or delayed). Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration, except in the case of a Shelf Registration Statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration, except in the case of a Shelf Registration Statement. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.3(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 1.3(a)(i). In such event, event the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant All Holders proposing to this Section 2.1 of distribute their securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in through such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest Company and approved by the Holders of the Initiating Holders, which underwriters shall a majority of Registrable Securities proposed to be reasonably acceptable to the Companyincluded in such registration. Notwithstanding any other provision of this Section 2.11.3, if the underwriters advise the Initiating Holders in writing managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of 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 Holders) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities that or other securities requested to be included in such registration by such Holders and such other holders; provided, however, in no event shall the amount of Registrable Securities of the Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless (i) such offering is a Qualified IPO, in which case such Holders may be so excluded entirely if the underwriters make the determination described above or the Holders of a majority of the Registrable Securities proposed to be included shall 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 apportioned pro rata among included in such registration may not be limited to less than thirty percent (30%) of the selling Holders based on total number of securities, to be included in such registration; provided further, however, the number of Registrable Securities 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 all selling Holders or the Founders) proposed to be included in such the registration (other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ than securities and securities registered for the account of the Company). To facilitate the allocation of shares in accordance with the above provisions, the Company have been first excludedmay round the number of shares allocated to any Holder or holder to the nearest 100 shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the CompanyCompany and the managing underwriter. Except as set forth in Section 1.11, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from , and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration and if statement relating thereto, or such other shorter period of time as the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveunderwriters may require.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of Registration Statement under which ------------ ViroPharma gives notice under this Section 7.1 is for an underwritingunderwritten offering, they ViroPharma shall so advise the Company as a part Holders of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Registrable Securities. In such event, the right of any such Holder to include all or any portion of its Registrable Securities be included in a registration pursuant to this Section 2.1 7.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities Registrable Securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form form, reasonably acceptable to such Holder, with the representative of the underwriter or underwriters selected for such underwriting by ViroPharma, including the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companyindemnification provisions thereof. Notwithstanding any other provision of this Section 2.1the Agreement, if the underwriters advise the Initiating Holders underwriter determines in writing good faith that marketing factors require a limitation on of the total number of shares to be underwritten, ViroPharma and its underwriters shall allocate the number of Registrable Securities requested to be registered by each of the Holders as follows: (i) first, to ViroPharma; and (ii) second, to the Holders of Registrable Securities that may be so included shall be apportioned have elected to participate in such offering and such other holders of ViroPharma's capital stock who have been granted "piggyback" registration rights prior to the date hereof and who have elected to participate in such offering on a pro rata among the selling basis. The Holders based on of Registrable Securities acknowledge that the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually securities which may be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors registered pursuant to this Section 2.1(d)7 may be reduced to zero. ViroPharma shall have no obligation under this Section 7 to make any offering of its securities, then the Company or to complete an offering of its securities that it proposes to make, and shall then offer incur no liability to all Holders who have retained rights any Holder for its failure to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth abovedo so.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section SECTION 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-Company and reasonably acceptable to a majority in interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion;(ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities Shares covered by their request by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 subsection 3.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)paragraph 3.1. The underwriter will be selected in accordance with the provisions of Section 5 below. In such event, the right of any Holder the Holders to include all or any portion of its Registrable Securities securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s Holders’ participation in such underwriting and the inclusion of such Holder’s Holders’ securities in the underwriting (unless otherwise mutually agreed by the holders of a majority of the Registrable Securities Shares held by the Initiating Holders), to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) underwriting shall (together with the Company), enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 2.13, if the underwriters advise managing underwriter advises the Initiating Holders and holders of Other Registrable Shares in writing writing, in its sole discretion, that marketing factors require a limitation on of the number of shares to be underwritten, then the number amount of Registrable Securities that may Shares and Other Registrable Shares to be so included sold shall be apportioned allocated (a) first, among the Holders of Registrable Shares pro rata to the Registrable Shares held by the holders of Registrable Shares and (b) second, pro rata among the selling Holders based on the number holders of Other Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has Shares, if any, requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result , pro rata among the holders of marketing factors pursuant to this Section 2.1(d), then such securities on the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to basis of the number of shares so withdrawn, with such shares requested to be allocated among registered by such Holders requesting additional inclusionholders desiring to participate in such registration on the basis of the amount of such Other Registrable Shares initially proposed to be registered by such other shareholders; provided, as set forth abovehowever, that in any event all Registrable Shares requested to be included in such registration must be included in such registration prior to any other shares of the Company.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 4 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Section 4.1. In such event, event the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (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 the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-Initiating Holders representing a majority in interest of the Registrable Securities held by the Initiating Holders, Holders (which underwriter or underwriters shall be 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 representations or warranties to, or agreements with, any underwriter(s) in a registration other than customary representations, warranties and agreements relating to such Holder’s title to the Registrable Securities and authority to enter into the underwriting agreement. Notwithstanding any other provision of this Section 2.14, if the underwriters advise underwriter advises the Initiating Holders in writing Company that marketing factors require a limitation on 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 shares to that may be underwrittenincluded in the underwriting shall be reduced as required by the underwriter(s) and the Company will include in such registration (i) first, the maximum number of Registrable Securities that may requested to be so included shall be apportioned therein, pro rata among the selling respective Holders based thereof on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder, and (ii) second, the maximum amount of other securities requested to be included therein (including any by the Company), pro rata among the holders of such other securities on the basis of the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually shares requested to be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion included in such registration as provided above does not agree to the terms of any by each such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationholder. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such the registration. For any Holder that is a partnership, corporation or limited liability company, the partners, retired partners, members and stockholders or such Holder, or the estates and family members of any such partners and retired partners, members 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 shares are 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 withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 8.5 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Section 8.5(a) (i) above. In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 8.5 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities he holds. If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account8.5, or if other persons shall holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Shareholders") request inclusion in any registration pursuant to this Section 2.1such inclusion, the Initiating Holders shall, on behalf of all Holders, offer to include the securities of such securities officers, directors and Other Shareholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)8. The Company shall (together with all Holders Holders, officers, directors and Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Holders greater than the obligations of the Holders pursuant to Section 8.10(b). Notwithstanding any other provision of this Section 2.18.5, if the underwriters advise representative advises the Initiating 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 of the Company (other than Registrable Securities) and the securities held by Other Shareholders (other than Registrable Securities) shall be excluded from such registration to the extent so required by such limitation and if a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders of Registrable Securities whose securities would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all such Holders in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities and other securities which they held at the time of the request for registration made by all selling the Initiating Holders pursuant to Section 8.5(a). No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedregistration. If a person any Holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded withdrawn shall also be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities or other securities excluded or withdrawn from to be underwritten, the Company may include its securities for its own account in such underwriting shall also be withdrawn from such registration. If shares are registration if the underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request pursuant to this Section 2.1 by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall select the underwriters (subject to the consent of the Initiating Holders holding a majority of Registrable Securities to be included in such underwriting, which such approval shall not be unreasonably withheld or delayed) and (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders; and (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been Company; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first excludedentirely excluded from the underwriting. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn or excluded from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawnwithdrawn or excluded, with such shares to be allocated pro rata among such Holders requesting additional inclusion, as set forth above.

Underwriting. (i) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 2.1(a)(i)(A) or Section 2.1(b)(i)(A), as applicable. In such event, the right of any Holder to include all or any portion of his, her or its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons Persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons Persons in such underwriting and the inclusion of the Company’s and such personPerson’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 II (including including, without limitation, Section 2.102.5 and Section 2.9). The Company shall (together with all Holders and other Persons proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the representative representative(s) of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating HoldersCompany, which underwriters shall be are reasonably acceptable to the Company. Initiating Holders holding a majority of the Registrable Securities held by the Initiating Holders that are proposed to be included in such underwriting, and shall complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents as may be customary and reasonably requested by the managing underwriters or as required under the terms of such underwriting arrangements; provided that no Holder of Registrable Securities or other Persons (other than the Company and its subsidiaries) included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such Holder or Other Person, such Holder’s or other Person’s title to ownership of the securities, such Holder’s or other Person’s power and authority, such Holder’s or other Person’s intended method of distribution (including representations regarding price stabilization or manipulation) and such other representations and warranties personal to such Holder or other Person, if any, as may be customary under the circumstances) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise specifically provided in Section 2.5, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in Section 2.9. (ii) Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwrittenunderwritten in order to consummate the offering in an orderly manner within a price range acceptable to the Initiating Holders, the number of Registrable Securities and Other Shares (and other securities) that may be so included shall be apportioned pro rata allocated as follows: (A) first, among the selling all Holders requesting to include Registrable Securities in such registration statement and/or Canadian Prospectus, as applicable, based on the number pro rata percentage of Registrable Securities held by all selling Holders or such Holders; (B) second, to the Other Selling Stockholders requesting to include Other Shares in such registration statement and/or Canadian Prospectus, as applicable, if required by any registration rights agreements with such Other Selling Stockholders and then upon the terms contained therein; and (C) third, to the Company, which the Board of Directors may allocate, at its discretion, for the Company’s own account, or for the account of other proportions as shall mutually be agreed to by all such selling Holdersholders of capital stock or employees of the Company. In no event shall any Registrable Securities be excluded from such registration and underwriting unless all other stockholders’ securities Other Shares and securities shares allocated to the Company’s own account, or for the account of other holders of capital stock or employees of the Company Company, have been first excluded. excluded pursuant to clauses (B) and (C) above. (iii) If a person Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person Person shall be excluded therefrom by written notice from the Company, a representative of the underwriter underwriter(s) or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration pursuant to this Section 2.1(e)(iii) and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e)(ii), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth aboveunder Section 2.1(e)(ii).

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 7.4 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Section 7.4(a)(i) above. In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 7.4 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account7.4, or if other persons shall holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such registration (the "Other Shareholders") request inclusion in any registration pursuant to this Section 2.1such inclusion, the Initiating Holders shall, on behalf of all Holders, offer to include the securities of such securities officers, directors and Other Shareholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further all applicable provisions of this Section 2 (including Section 2.10)7. The Company shall (together with all Holders Holders, officers, directors and Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.17.4, if the representative of the underwriter or underwriters advise advises the Initiating Holders in writing that marketing factors require make it advisable to impose a limitation on the number of shares to be underwritten, the securities of the Company (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 if a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders of Registrable Securities whose securities would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all such Holders in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held by all selling Holders such persons at the time of filing the registration statement. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedregistration. If a person who has requested inclusion in such registration as provided any Holder of Registrable Securities, officer, director or Other Shareholder above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded party may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded withdrawn shall also be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities or other securities excluded or withdrawn from to be underwritten, the Company may include its securities for its own account in such underwriting shall also be withdrawn from such registration. If shares are registration if the underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Holders initiating the registration request under this Section 2.2 ("Initiating Holders Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i2.2(a). In such event, the right of any Holder to include all or any portion of its his Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata among the selling Holders based on basis according to the number of Registrable Securities then outstanding held by all selling Holders or each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise each of the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 3(a)(i). In such event, the right of any Holder each of the Holders to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant The Holders whose shares are to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons included in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company registration shall (together with all Holders proposing to distribute the Company and the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.13, if the underwriters advise the Initiating Holders in writing representative determines that marketing factors require a limitation on the number of shares to be 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 all of the Registrable Securities which would otherwise be underwritten pursuant hereto, and (y) if such registration is other than the Initial Public Offering, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than twenty-five percent (25%) of the securities included therein. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: The securities of the Company held by Other Stockholders of the Company (other than Registrable Securities, if any are held by such Other Stockholders, and other than securities held by holders (other than 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 shares is still required, the number of shares that may be so included in the registration and underwriting by each of the Holders and the Demanding Holders shall be apportioned reduced, on a pro rata among the selling Holders basis (based on the number of Registrable Securities held shares requested to be included by all selling such Holder), by such minimum number of shares as is necessary to comply with such limitation. If any of the Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account any Other Stockholder disapproves of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded may elect to withdraw therefrom without liability to any party by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice notices referred to in subsection 2.1(a)(iSections 2.1(a) and 2.1(b). In such event, the right of any Holder or the Common Holders to include all or any portion of its Registrable their Subject Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s or such Common Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable or such Common Holder’s Subject Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders and the Common Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such other person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and the Common Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating HoldersCompany, which underwriters managing underwriter(s) shall be reasonably acceptable to Initiating Holders holding at least a majority of the CompanyRegistrable Securities held by such Initiating Holders. Notwithstanding any other provision of this Section 2.1, if the underwriters managing underwriter(s) advise the Initiating Holders Company in writing that (i) marketing factors require a limitation on the number of shares to be underwritten, or (ii) the number of Registrable Securities that may shares proposed to be so included shall be apportioned pro rata among in the selling Holders based on registration would reduce the offering price per share, then the number of shares to be included in the registration and underwriting shall be allocated first among all Holders who indicated to the Company their decision to distribute any of their Registrable Securities held through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Registrable Securities owned by such Holders at the time of filing the registration statement, then, if all selling such Registrable Securities have been included in the underwriting, to the Common Holders or 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, and the remainder, if any, to the Company. No stock excluded from the underwriting by reason of managing underwriter(s)’ marketing limitation shall be included in such other proportions as shall mutually be agreed to by all such selling Holdersregistration. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter managing underwriter(s) or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Subject Securities or other securities Securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(f), then the Company shall then offer to all Holders, and thereafter to the Common Holders who have retained rights to include securities in the registration registration, the right to include additional Registrable Subject Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated first among such Holders requesting additional inclusion, as set forth above, and thereafter to the Common Holders, as set forth above.

Underwriting. If In the event that a registration pursuant to Section 2.1 is for a registered public offering involving an underwriting requested by the Initiating Holders intend to distribute Holders, the Registrable Securities covered by their request by means of an underwriting, they Company shall so advise the Company Holders as a part of their request made the notice given pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 2.1, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter of the underwriter or underwriters recognized national standing selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Company and reasonably acceptable to the CompanyHolders holding a majority of the Registrable Securities proposed to be distributed by the Holders through such underwriting. Notwithstanding any other provision of this Section 2.1, if the managing underwriter or underwriters advise advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that were proposed to be in the registration and notwithstanding anything in Section 2.2 to the contrary, the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all Holders thereof in proportion, as nearly as practicable, to the selling respective amounts of Registrable Securities requested to be included by such Holders based on at the time of filing the registration statement; provided, that all Registrable Securities under this Section 2.1 shall be included in such registration before any other shares are included pursuant to Section 2.2 or otherwise. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account disapproves of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such the underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the Company, the managing underwriter or and the Initiating Holders. The Registrable Securities and/or other securities so excluded withdrawn shall also be withdrawn from registration. Any , and such Registrable Securities or other securities excluded or withdrawn from such underwriting shall also not be withdrawn from transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are so withdrawn from **** Certain information has been omitted and filed separately with the registration Securities and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal Exchange Commission. Confidential treatment has been requested with respect to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveomitted portions.

Underwriting. If the Initiating Holders intend to distribute Unless the Registrable Securities covered may be registered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such eventon Form S‑3, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-Company, which underwriters are reasonably acceptable to a majority in interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in a underwriting. In such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If case, if the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest Initiating Holders holding in the aggregate of a majority of the Registrable Securities held by the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company; provided, however, that the liability of each holder as set forth therein shall be several and not joint and limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata among the selling Holders based on percentage of Registrable Securities held by such Holders, assuming conversion (provided that if, by operation of this clause (i), the number of Registrable Securities to be so included is reduced to less than 50% of the aggregate number of Registrable Securities so requested by all Holders to be included, then the Holders in the aggregate of a majority of the Registrable Securities; may withdraw the request for such registration and, in such a case, (A) such registration shall not be counted as a registration “initiated” by the Company for purposes of Section 2.1(b)(iv) or “effected” by the Company for purposes of Section 2.3(b)(iii) and (B) the Company shall bear the Registration Expenses of such registration notwithstanding any provision of Section 2.4 to the contrary); (ii) second, among all Other Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by all selling Holders such Other Selling Stockholders, assuming conversion; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other stockholders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or or, if applicable, the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. (i) If the Initiating Holders intend to distribute registration for which the Registrable Securities covered by their request by means of Corporation gives notice is for a registered public offering involving an underwriting, they the Corporation shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 2.2(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 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 the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwritingunderwriting shall (together with the Corporation and any Other Selling Stockholders) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Corporation. (ii) Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise the Initiating Holders Corporation in writing that marketing factors require a limitation on the number of shares Shares to be underwritten, the Corporation and the underwriters may (subject to the limitations set forth below) limit the number of Shares to be included in the registration and underwriting. The Corporation shall so advise all Holders of Registrable Securities requesting registration, and the number of Shares that may are entitled to be so included in the registration and underwriting shall be apportioned pro rata allocated as follows: (A) first, to the Corporation for securities being sold for its own account; and (B) second, among the selling Holders requesting to include Registrable Securities in such Registration Statement based on the number pro rata percentage of Registrable Securities held by all selling Holders or such Holders; provided, however, that in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall any Registrable Securities be excluded from such registration offering unless all other stockholders’ securities and securities Shares proposed to be registered for the account of the Company Other Selling Stockholders have first been first excluded. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below twenty-five percent (25%) of the total value of securities included in such registration. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder and that is a venture capital or private equity fund, partnership, limited partnership, limited liability company or corporation, the affiliated venture capital or private equity funds, partners, retired partners, members, retired members, managers, retired managers, managing members, retired managing members and stockholders of such Holder, or the estates and family members of any such partners or retired partners, members and retired members, managers and retired managers, managing members and retired managing members, and any trusts for the benefit of any of the foregoing Persons shall be deemed to be a single selling Holder, and any pro rata reduction with respect to such selling Holder shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. (iii) If a person Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person Person shall also be excluded therefrom by written notice from the Company, the underwriter Corporation or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If (a) In the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in event that any registration pursuant to this Section 2.1 of securities being sold for its own accountArticle 3 hereof shall involve, in whole or if other persons shall request inclusion in any registration part, an underwritten offering, the Company may require Eligible Securities requested to be registered pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares Article 3 to be included in such registration was previously reduced underwriting on the same terms and conditions as a result shall be applicable to the Other Securities being sold through underwriters under such registration. In such case, the holders of marketing factors 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 Investor and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Article 6. The representations and warranties in such underwriting agreement by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Eligible Securities. (b) If requested by the underwriters for any underwritten offering of Eligible Securities pursuant to this Section 2.1(d)a registration requested hereunder, then the Company shall then offer will enter into and perform its obligations under an underwriting agreement with such underwriters for such offering, such agreement to all Holders who have retained rights contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal secondary distributions, including, without limitation, indemnities and contribution to the number effect and to the extent provided in Article 6 hereof. Investor shall be a party to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of shares so withdrawnsuch underwriters shall also be made to and for the benefit of Investor. Such agreement shall also contain such representations and warranties by Investor and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, with such shares including, without limitation, indemnities and contribution to be allocated among such Holders requesting additional inclusion, as set forth abovethe effect and to the extent provided in Article 6.

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

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request demand by means of an underwriting, they shall so advise the Company as a part of their request demand made pursuant to this Section 2.1 2.2, including the identity of the managing underwriter; and the Company shall include such information in the written notice referred to in subsection 2.1(a)(iSection 2.2(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 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 the The Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf together with all holders of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation capital stock of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) , enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the a majority-in-interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters underwriter shall advise the Initiating Holders in writing Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation on of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned allocated pro rata among such Holders thereof in proportion, as nearly as practicable, to the selling Holders based on the number amounts of Registrable Securities held by all selling such Holders or at the time of filing the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such other proportions as shall mutually be agreed to by all such selling Holdersregistration. In no event shall Notwithstanding the foregoing, the number of shares of Registrable Securities proposed to be excluded from such included in any underwriting and registration covered by this Section 2.2 shall not be reduced unless and until all other stockholders’ securities proposed to be included in such underwriting and securities for the account of the Company have been registration are first excludedexcluded in their entirety. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such the underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities Registrable Securities so excluded withdrawn shall also be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other securities excluded or withdrawn from stockholders) in such underwriting shall also be withdrawn from such registration. If shares are registration if the underwriter so withdrawn from the registration agrees and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in would not thereby be limited and the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to per share offering price would not be allocated among such Holders requesting additional inclusion, as set forth aboveadversely affected.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the (i) The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. . (ii) Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company; provided that, a registration will only count against the limit set forth in Section 2.1(b)(iv) if (i) all Registrable Securities requested to be registered are registered, and (ii) it is closed, or withdrawn at the request of the Holders (other than a withdrawal by the Holders that is based upon material adverse information relating to the Company have been first excluded. that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under this Section 2.1). (iii) If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the ------------ Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 paragraph 2 hereof and the Company shall include such information in the written notice referred to in subsection 2.1(a)(iSection 2(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account2, or if other persons shall Other Shareholders request inclusion in any registration pursuant to this Section 2.1such inclusion, the Initiating Holders shall, on behalf of all Holders, offer to include the securities of such securities officers, directors and Other Shareholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)Agreement. The Company shall (together with all Holders Holders, officers, directors and Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12, if the underwriters advise representative of the underwriter advises the Initiating 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 shall be excluded from such registration to the extent so required by such limitation and if a limitation of the number of shares is still required, the Initiating Holders shall so advise all Other Shareholders whose securities would otherwise be included pursuant to the request described herein, and the number of other securities that may be included in the registration and underwriting shall be allocated among all such Other Shareholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included. If a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders whose Registrable Securities would otherwise be included pursuant to the request described herein, and the number of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all such Holders in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held which they had requested be included. No Registrable Securities or any other securities excluded from the underwriting by all selling Holders or reason of the underwriter's marketing limitation shall be included in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedregistration. If a person any Holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded held by such person shall also then be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities or other securities excluded or withdrawn from to be underwritten, the Company may include its securities for its own account in such underwriting shall also be withdrawn from such registration. If shares are registration if the underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveand underwriting has not thereby been limited.

Underwriting. (i) If the Initiating Holders intend to distribute registration for which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 2.2(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 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 the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting (together with the Company and the Other Selling Stockholders with registration rights to participate therein distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the representative representative(s) of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Company and reasonably acceptable to the Company. Holders holding a majority of the Registrable Securities held by the Holders that are proposed to be included in such underwriting, and shall complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents as may be customary and reasonably requested by the managing underwriters or as required under the terms of such underwriting arrangements; provided that no Holder of Registrable Securities or other Persons (other than the Company and its subsidiaries) included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such Holder or other Person, such Holder’s or other Person’s title to ownership of the securities, such Holder’s or other Person’s power and authority, such Holder’s or other Person’s intended method of distribution (including representations regarding price stabilization or manipulation) and such other representations and warranties personal to such Holder or other Person, if any, as may be customary under the circumstances) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise specifically provided in Section 2.5, or to agree to any lock-up or holdback restrictions, except as otherwise specifically provided in Section 2.9. (ii) Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise the Initiating Holders Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that Company and the underwriters may be so included shall be apportioned pro rata among (subject to the selling Holders based on limitations set forth below) limit the number of Registrable Securities and Other Shares to be included in the registration and underwriting. The Company shall so advise all Holders and Other Selling Stockholders requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account (if any), and (ii) second, to the Holders and Other Selling Stockholders requesting to include Registrable Securities and/or Other Shares in such registration statement pro rata based on the percentage of the Registrable Securities and/or Other Shares held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account each of the Company have been first excluded. them. (iii) If a person Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person Person shall also be excluded therefrom by written notice from the Company, Company or a representative of the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationunderwriter(s). Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. (a) If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for an offering involving an underwriting, they the Company shall so advise the Company Investor as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 3.1(a). In such event, the right of any Holder the Investor to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 Article 3 shall be conditioned upon such Holder’s the Investor's participation in such underwriting and the inclusion of such Holder’s the Investor's Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company Investor shall (together with all Holders proposing to distribute their securities through such underwritingthe Company) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest Company; provided, however, that the liability of the Initiating Holders, which underwriters Investor shall be reasonably acceptable limited to an amount equal to the Company. net proceeds from the offering received by the Investor. (b) Notwithstanding any other provision of this Section 2.1Article 3, if the underwriters advise the Initiating Holders in writing managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the number of Registrable Securities that may be Company shall so included shall be apportioned pro rata among advise the selling Holders based on Investor, and the number of Registrable Securities held by all selling Holders or shares of Common Stock to be included in such other proportions registration shall be allocated as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities follows: (i) first, for the account of the Company, all shares of Common Stock proposed to be sold by the Company; and (ii) second, for the account of the Investor and any other shareholders of the Company have been first excludedparticipating in such registration, the number of shares of Common Stock requested to be included in the registration by the Investor and such other shareholders in proportion, as nearly as practicable, to the respective number of shares that are proposed to be offered and sold by the Investor and such other shareholders at the time of filing the registration statement. No Registrable Securities or other shares of Common Stock excluded from the underwriting in this Article 3 by reason of the underwriters' marketing limitation shall be included in such registration. (c) The Company shall so advise the Investor and the other shareholders distributing their securities through such underwriting of any such limitation and the number of shares that may be included in the registration. If a person who has requested inclusion in such registration as provided above does not agree to the Investor disapproves of the terms of any such underwriting, such person shall be excluded the Investor may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationmanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the . (d) The Company shall then offer to all Holders who have retained rights to include securities in the registration the right to terminate or withdraw any registration initiated by it under this Article 3 prior to the effectiveness of such registration, whether or not the Investor has elected to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveregistration.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 7.2 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Section 7.2(a)(i) above. In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 7.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities held by such Holder. If the Company Other Stockholders shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.17.2, the Initiating Holders shall, on behalf of all Holders, shall offer to include the securities of such securities Other Stockholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance together with the Holders so participating of the further applicable provisions of this Section 2 (including Section 2.10)Agreement. The Company shall (together with all Holders and Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.17.2, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the Holders shall so advise all Other Stockholders whose securities would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by Other Stockholders (other than Registrable Securities) shall be excluded from such registration and underwriting to the extent required by such limitation and if a limitation of the number of shares is still required, the number of shares of Registrable Securities that may be so included in the registration shall be apportioned pro rata allocated among all such Holders in proportion, as nearly as practicable, to the selling Holders based on respective amounts of Registrable Securities and other securities which they had requested to be included in such registration at the time of filing the registration statement. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. In the event that the number of shares of Registrable Securities held by all selling Holders or of any Holder to be included in any registration is reduced below 50% of the shares requested to be included in such other proportions registration as a result of allocations pursuant to this Section 7.2(b), then such registration shall mutually not be agreed to by all such selling Holdersdeemed a registration for purposes of Section 7.2(a)(ii). In no event shall If any Holder of Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person or Other Stockholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded withdrawn shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders initiating the registration request under this Section 2.2 ("INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.2 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i2.2(a). In such event, the right of any Holder to include all or any portion of its his Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata among the selling Holders based on basis according to the number of Registrable Securities then outstanding held by all selling Holders or each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been and all other selling shareholders other than the Holders (if any) are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 5.2(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 5.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting shall be limited to the extent provided herein. If the Company shall request inclusion in any registration pursuant All Holders proposing to this Section 2.1 of distribute their securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in through such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all the Company and the other Holders proposing to distribute distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.15.2, if the underwriters advise the Initiating Holders in writing managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration (i) in the case of the Company's initial public offering, to zero, and (ii) in the case of any other offering, to an amount no less than 33-1/3% of all shares to be included in such offering. The Company shall so advise all Holders requesting to be included in the registration and underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by them at the time of filing the registration statement, provided, however, that in the event of such limitation on the number of shares to be underwritten, the number then no shares of Registrable Securities that may be so included Founder's Stock shall be apportioned pro rata among the selling Holders based on the number included unless all shares of Registrable Securities held requested by all selling the Holders or other than the Founders to be included in such other proportions as shall mutually be agreed to by all such selling Holdersunderwriting are so included. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for To facilitate the account allocation of shares in accordance with the above provisions, the Company have been first excludedor the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i3(a). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall Other Stockholders request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1such registration, the Initiating Holders shall, on behalf of all Holders, shall offer to include the securities of such securities Other Stockholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)3. The Holders whose shares are to be included in such registration and the Company shall (together with all Holders Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement and related agreements in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. Such underwriting agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 3(f) hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 3(e) hereof, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Holders. The Company shall cooperate fully with the Holders and the underwriters in connection with any underwritten offering. Notwithstanding any other provision of this Section 2.13(a), if the underwriters advise representative advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company 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, still further reductions are still required, the number of Registrable Securities that may be so shares included in the registration by each Holder shall be apportioned reduced on a pro rata among the selling Holders basis (based on the number of Registrable Securities shares held by such Holder), by such minimum number of shares as is necessary to comply with such request; provided, that there shall be no reduction in the number of shares included in the registration by any Holder until all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be shares of Other Stockholders have been excluded from such registration; provided further, however, that in the event that the number of shares included in the registration unless all other stockholders’ securities and securities for by the account Holder is reduced by greater than one-third of the Company have been first excludednumber of shares requested to be included by such Holder, then such registration shall not count against such Investor as a requested registration pursuant to Section 3(a)(i)(B)(z). No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If a person any Other Stockholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating HoldersHolder. The securities so excluded withdrawn shall also be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities or other securities excluded to be underwritten, the Company and officers and directors of the Company may include its or withdrawn from their securities for its or their own account in such underwriting shall also be withdrawn from such registration. If shares are registration if the representative so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned allocated as follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion; and (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities to be included in such registration, if any Holder does not request inclusion of the maximum number of shares of Registrable Securities allocated to it pursuant to its pro rata allocation, in which case the remaining portion of its allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their initial requests, pro rata, on the selling basis of the number of shares of Registrable Securities held by such Holders based on an as-converted to Common Stock basis, and this procedure shall be repeated until all of the shares of Registrable Securities which may be included in the registration on behalf of the Holders have been so allocated. In no event shall the number of Registrable Securities underwritten in such registration be limited unless and until all shares held by all selling Holders or in such persons other proportions as shall mutually be agreed to by all such selling than Holders. In no event shall Registrable Securities be , including the Company, are completely excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedoffering. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Company and the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, on an as-converted to Common Stock basis; (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany; and (iii) third, to the Other Selling Stockholders. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the (i) The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such a underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If Subject to Section 2.1(e)(ii), if the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of Company; provided that such person shall have agreed to the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. . (ii) Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (A) first, among the selling all Holders who are Senior Investors and who are requesting to include their Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling such Holders, assuming conversion; (B) second, to the Other Selling Stockholders and Holders who are Junior Investors; and (C) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excluded. Company. (iii) If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above. (iv) A registration statement shall not be counted until such time as such registration statement has been declared effective by the SEC (unless the Initiating Holders withdraw their request for such registration (other than as a result of the Initiating Holders becoming aware of a material adverse change in the condition, business or prospects of the Company from that known to the Initiating Holders of at the time of their request and provided that the Initiating Holders have withdrawn their request with reasonable promptness following disclosure by the Company of such material adverse change)).

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned allocated as follows: (i) first, among the Initiating Holders pro rata among the selling Holders based on the number of Registrable Securities held by all selling such Initiating Holders; (ii) second, among all Holders or in such other proportions as shall mutually be agreed to of Registrable Securities pro rata based on the number of Registrable Securities held by all such selling Holders; (iii) third, to the Other Selling Stockholders; and (iv) fourth, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. In no event shall any Registrable Securities of the Initiating Holders be excluded from such registration underwriting unless all other stockholders’ securities and securities for the account of the Company have been are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany; and (iii) third, among all Common Holders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Common Holders. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities Securities, Other Shares or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in such a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; and (ii) second, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 hereof of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.12.1 hereof, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.102.10 hereof). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s 's and such person’s 's other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Stockholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company; provided, however, in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall any Registrable Securities be excluded from such registration offering unless all other stockholders’ securities and securities for the account of the Company have been Other Shares are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the The right of any Holder the Investor to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holderthe Investor’s participation in such an underwriting and the inclusion of such Holderthe Investor’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, Investor shall offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludedunderwriting. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating HoldersInvestor. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i3(a). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall Other Stockholders request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1such registration, the Initiating Holders shall, on behalf of all Holders, shall offer to include the securities of such securities Other Stockholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)3. The Holders whose shares are to be included in such registration and the Company shall (together with all Holders Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement and related agreements in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. Such underwriting agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 3(e) hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 3(d) hereof, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Holders. The Company shall cooperate fully with the Holders and the underwriters in connection with any underwritten offering. Notwithstanding any other provision of this Section 2.13(a), if the underwriters advise representative advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company 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, still further reductions are still required, the number of Registrable Securities that may be so shares included in the registration by each Holder shall be apportioned reduced on a pro rata among the selling Holders basis (based on the number of Registrable Securities shares held by such Holder), by such minimum number of shares as is necessary to comply with such request; provided, that there shall be no reduction in the number of shares included in the registration by any Holder until all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be shares of Other Stockholders have been excluded from such registration; provided further, however, that in the event that the number of shares included in the registration unless all other stockholders’ securities and securities for by the account Holder is reduced by greater than one-third of the Company have been first excludednumber of shares requested to be included by such Holder, then such registration shall not count against such Investor as a requested registration pursuant to Section 3(a)(i)(B)(z). No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If a person any Other Stockholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating HoldersHolder. The securities so excluded withdrawn shall also be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities or other securities excluded to be underwritten, the Company and officers and directors of the Company may include its or withdrawn from their securities for its or their own account in such underwriting shall also be withdrawn from such registration. If shares are registration if the representative so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities Securities, Other Shares and Company Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders or such Holders; (ii) second, to the Other Selling Stockholders requesting to include Other Shares in such other proportions as shall mutually be agreed registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders; and (iii) third, to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. (a) If any Selling Investor so elects, an offering under this Agreement shall, by written notice delivered to the Initiating Holders intend to distribute Company, be in the Registrable Securities covered by their request by means form of an underwriting, they shall so advise the Company as a part of their request made pursuant underwritten offering. With respect to this Section 2.1 and the Company shall include any such information in the written notice referred to in subsection 2.1(a)(i). In such eventunderwritten offering, the right Selling Investors shall select an investment banking firm of any Holder international standing to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to managing underwriter for the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holdersoffering, which underwriters firm shall be reasonably acceptable to the Company. Notwithstanding any , following which selection the Company and the Selling Investors shall cooperate to effect such transaction as promptly as reasonably practicable. (b) In the case of an underwritten offering, the Company and the Partnership will enter into and perform their obligations under an underwriting agreement with the underwriters for such offering, such agreement to contain such representations and warranties by the Company and the Partnership and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, which may include, without limitation, indemnities and contribution to the effect and to the extent provided in Article VII and the provision of this opinions of counsel and accountants’ letters as are customarily delivered by issuers to underwriters in secondary underwritten public offerings of securities. The holders of Eligible Securities on whose behalf such securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of such securities, but only to the extent such representations and warranties and other agreements are customarily made by issuers to selling stockholders in secondary underwritten public offerings, and the holders of Eligible Securities included in such underwritten registration shall be required to make representations or warranties to, and other agreements with, the Company and the underwriters in connection with such underwriting agreement as are customarily made by selling stockholders in secondary underwritten public offerings; provided, however, that no holder of Eligible Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters regarding such holder’s knowledge about the Company or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 2.17.1(b), or to the underwriters with respect thereto, except to the extent of the indemnification being given to the Company and its controlling Persons in Section 7.1(b). (c) In the event that any registration pursuant to Articles II or III shall involve, in whole or in part, an underwritten offering, the Company will, if requested by the Investors or the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for offering, cause the account appropriate officers of the Company have been first excluded. If a person who has requested inclusion and/or the Partnership to attend and participate in such registration “road shows” and other information meetings, if any, organized by the underwriters, as provided above does not agree to the terms of any such underwritingreasonably requested; provided, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then that the Company shall then offer have no obligation to all Holders who have retained rights to include securities participate in more than two (2) “road shows” in any twelve (12) consecutive month period, and such participation shall not unreasonably interfere with the registration business operations of the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveCompany.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities Shares covered by their request by means of an underwritingunderwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 subsection 3.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)paragraph 3.1.2. The underwriter will be selected in accordance with the provisions of Section 5 below. In such event, the right of any Holder the Holders to include all or any portion of its Registrable Securities securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s Holders’ participation in such underwriting and the inclusion of such Holder’s Holders’ securities in the underwriting (unless otherwise mutually agreed by the holders of a majority of the Registrable Securities Shares held by the Initiating Holders), to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) underwriting shall (together with the Company), enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 2.13, if the underwriters advise managing underwriter advises the Initiating Holders and holders of Other Registrable Shares in writing writing, in its sole discretion, that marketing factors require a limitation on of the number of shares to be underwritten, then the number amount of Registrable Securities that may Shares and Other Registrable Shares to be so included sold shall be apportioned allocated (a) first, among the Holders of Registrable Shares pro rata to the Registrable Shares held by the holders of Registrable Shares and (b) second, pro rata among holders of Other Registrable Shares, if any, requested to be included in such registration, pro rata among the selling Holders based holders of such securities on the number basis of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares requested to be registered by such holders desiring to participate in such registration on the basis of the amount of such Other Registrable Shares initially proposed to be registered by such other shareholders; provided, however, that in any event all Registrable Shares requested to be included in such registration was previously reduced as a result must be included in such registration prior to any other shares of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveCompany.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be reasonably acceptable Holders subject to the consent of the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the Registration Rights Agreement re Crispr Therapeutics AG 9 registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i)) . In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-Company, which underwriters are reasonably acceptable to a majority in interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders, assuming conversion; (ii) second, to the Other Selling Shareholders; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d2.1(e), then the Company shall then offer to all Holders and Other Selling Shareholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and other Selling Shareholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company, which underwriters are reasonably acceptable to a majority-in-in­ interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata allocated among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majorityCompany and approved by Holders of at least two-in-interest thirds of the Initiating Holders, which underwriters shall Registrable Securities to be reasonably acceptable to the Companyregistered. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and (including securities for the account of the Company Company) have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter underwriters or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If In the Initiating Holders intend event that a registration pursuant to distribute the Registrable Securities covered by their request by means of this Section 2.2 is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made the notice given pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i2.2(a). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 2.2 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. If the The Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwriting) Participating Holders, enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest a majority of the Initiating Holders, which underwriters shall be Participating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.2, if the underwriters advise managing underwriter advises the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities and the number of shares of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all Holders thereof in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held by all selling such Holders at the time of filing the registration statement or in such other proportions manner as shall mutually be agreed to by all such selling Holders. In no event shall the Company and Holders of a majority of the Registrable Securities proposed to be excluded from included in such registration registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other stockholders’ securities and securities for are first entirely excluded from the account underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company have been first excludedor the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such person shall be excluded Holder may elect to withdraw therefrom by written notice from to the Company, the managing underwriter or and the Initiating Holders. The Registrable Securities and/or other securities so excluded withdrawn shall also be withdrawn from registration. Any , and such Registrable Securities or other securities excluded or withdrawn from such underwriting shall also not be withdrawn from transferred in a public distribution prior to 180 days after the effective date of such registration, or such other period of time as the underwriters may require. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d)registration, then the Company shall then offer to all Holders who have retained rights persons retaining the right to include securities in the registration the right to include additional Registrable Securities securities in the registration in an aggregate amount equal to the number of shares so withdrawnregistration, with such shares to be being allocated among all such Participating Holders requesting additional inclusionin proportion, as set forth abovenearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.1(e) and the Company shall include such information in the written notice referred given pursuant to in subsection Section 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such an underwriting and the inclusion of such Holder’s Registrable Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-Company, which underwriters are reasonably acceptable to a majority in interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be apportioned pro rata allocated as follows: (i) first, among the selling all Holders requesting to include Registrable Securities in such registration statement based on the number pro rata percentage of Registrable Securities held by all selling Holders such Holders; (ii) second, to the Other Selling Stockholders based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, assuming conversion and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of other holders or employees of the Company have been first excludedCompany. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and other Selling Stockholders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute the ------------ Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 8.5 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Section 8.5(a)(i) above. In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 8.5 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities he holds. If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account8.5, or if other persons shall holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Shareholders") request inclusion in any registration pursuant to this Section 2.1such inclusion, the Initiating Holders shall, on behalf of all Holders, offer to include the securities of such securities officers, directors and Other Shareholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)8. The Company shall (together with all Holders Holders, officers, directors and Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.18.5, if the underwriters advise representative advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number securities of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities Company held by all selling Holders officers or in such directors (other proportions as than Registrable Securities) of the Company shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities to the extent so required by such limitation and securities for the account if a limitation of the Company have been first excludednumber of shares is still required, the Initiating Holders shall so advise all Holders of Registrable Securities and Other Shareholders whose securities would otherwise be underwritten pursuant hereto, 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 such Holders and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in such registration at the time of filing the registration statement. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If a person any Holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded withdrawn shall also be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities or other securities excluded or withdrawn from to be underwritten, the Company may include its securities for its own account in such underwriting shall also be withdrawn from such registration. If shares are registration if the underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.

Underwriting. If the Initiating Holders intend to distribute Registration of which the Registrable Securities covered by their request by means of Company gives notice is for a Registered public offering involving an underwriting, they the Company shall so advise each of the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(i)Section 2.2(a)(i) above. In such event, the right of any Holder each of the Holders to include all or any portion of its Registrable Securities in a registration Registration pursuant to this Section 2.1 2.2 shall be conditioned upon such Holder’s Holders’ participation in such underwriting and the inclusion of such Holder’s Holders’ Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant The Holders whose Registrable Securities are to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons included in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company Registration shall (together with all Holders proposing to distribute the Company and the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form for secondary public offerings with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of Company (and if the Registration was initiated by a Holder pursuant to Section 2.1, such underwriters must be selected by the Initiating Holders, which underwriters shall be Holder(s) and reasonably acceptable to the Company); provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of any Holder or Other Stockholder greater than the obligations of the Holders under Section 2.7(b) or Section 2.7(d). Notwithstanding any other provision of this Section 2.2, if any Registration in respect of which any Holder is exercising its rights under this Section 2.2 involves an underwritten public offering (other than a demand Registration pursuant to Section 2.1, if in which case the provisions with respect to priority of inclusion in such Registration set forth in Section 2.1 shall apply) and the managing underwriter or underwriters advise the Company that in their view marketing factors require a limitation on the number of securities to be underwritten, then there shall be included in such underwritten offering the number or dollar amount of securities of the Company that in the opinion of the managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of securities of the Company shall be allocated for inclusion as follows: (i) first, all securities of the Company being sold by the Company for its own account or by any Person (other than a Holder) exercising a contractual right to demand registration; (ii) second, all Registrable Securities requested to be included by the Holders and securities of the Company being sold by any Person (other than a Holder) with similar piggyback registration rights, pro rata, based on the number of shares requested to be included in such registration by such Holders and such Persons; and (iii) third, among any other holders of securities of the Company requesting such registration, pro rata, based on the number of securities requested to be included in such registration by each such holder. For the avoidance of doubt, in the event any Initiating Holders in writing Holder exercises demand registration rights, such registration is an underwritten public offering and the managing underwriter advises that marketing factors require a limitation on the number of shares securities to be so underwritten, the number of Registrable Securities that may of any Holders exercising piggyback rights under this Section 2.2 in connection with such offering and any securities to be so included in such offering by the Initiating Holder(s) shall be apportioned included in such offering in the same priority and allocated on a pro rata among basis, as set forth in clause (ii) above. If any of the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account any officer, director or Other Stockholder disapproves of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded he, she or it may elect to withdraw therefrom by providing written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded shall also be withdrawn from registrationHolder(s). Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveRegistration.

Underwriting. (A) If the Initiating Holders intend to distribute Registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Purchasers as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 2(c)(i). In such event, the right of any Holder the Purchasers to include all or any portion of its their Registrable Securities in a such registration pursuant to this Section 2.1 2(c) shall be conditioned upon such Holder’s the Purchasers’ participation in such underwriting and the inclusion of such Holder’s the Purchasers’ Registrable Securities to the extent provided herein. If the Company Purchasers shall request inclusion in any registration pursuant to this Section 2.1 2(c) of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1their Registrable Securities, the Initiating Holders shall, on behalf of all Holders, Company shall offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting Purchasers and the inclusion of the Company’s and such person’s other securities of the Company Purchasers’ Registrable Securities and their acceptance of the further applicable provisions of this Section 2 (including Section 2.102(c). The Company Purchasers whose shares are to be included in such Registration shall (together with all Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. . (B) Notwithstanding any other provision of this Section 2.12(c), if the underwriters advise the Initiating Holders Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which the Purchasers have requested inclusion hereunder as such underwriters shall permit. The Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and any exclusion of Registrable Securities that may be so included shall be apportioned made pro rata among with holders of other securities that are entitled to pro rata inclusion with the selling Holders based on Registrable Securities, who have elected to include such securities in the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. statement. (C) If a person who has requested inclusion in such a registration as provided above pursuant to this Section 2(c) does not agree to the terms of any such underwritingunderwriting in accordance with this Section 2(c)(ii), such person shall be excluded therefrom from the underwriting by written notice from the Company, the underwriter Company or the Initiating Holdersunderwriter. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d)2(c)(ii)(B) above, then the Company shall then offer to all the Purchasers and Other Holders who have elected to include and retained rights to include securities in the registration the right to include additional Registrable Securities or the securities held by Other Holders, as applicable, in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such the Purchasers and Other Holders requesting additional inclusion, in order of priority as set forth in Section 2(c)(ii)(B) above.

Underwriting. If the Holders initiating the registration request under this Section 2.3 (“Initiating Holders Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.1 2.3 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i2.3(a). In such event, the right of any Holder to include all or any portion of its his Registrable Securities in a such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.12.3, if the underwriters advise underwriter(s) advise(s) the Initiating Holders Company in writing that marketing factors require a limitation on of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be so included in the underwriting shall be apportioned reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata among the selling Holders based on basis according to the number of Registrable Securities then outstanding held by all selling Holders or each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such other proportions as underwriting and registration shall mutually not be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration reduced unless all other stockholders’ securities and securities for the account of the Company have been are first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be entirely excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from underwriting and registration. Any Registrable Securities or other securities excluded or and withdrawn from such underwriting shall also be withdrawn from such the registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSection 5.2(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 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 shall be limited to the extent provided herein. If the Company shall request inclusion in any registration pursuant All Holders proposing to this Section 2.1 of distribute their securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in through such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all the Company and the other Holders proposing to distribute distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holders, which underwriters shall be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.15.2, if, in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Securities requested to be registered would materially and adversely affect the successful marketing of the offering, then the amount of the Registrable Securities to be included in the offering shall be reduced and the Registrable Securities and the other shares to be offered shall participate in such offering as follows: (i) first, the Ordinary Shares to be included in such registration by the Company, (ii) second, the Registrable Securities requested to be included in such registration by the Holders, and if two or more Holders are included in the underwriters registration, pro rata among the Holders on the basis of the number of Registrable Securities owned by each such Holder, but, except as to the Company’s initial public offering of its securities, in no event less than 33% of all shares to be included in such offering and (iii) third, any Ordinary Shares other than Registrable Securities requested to be registered by holders of such Ordinary Shares, pro-rata among such holders. The Company shall so advise all Holders requesting to be included in the Initiating Holders in writing that marketing factors require a limitation on registration and underwriting, and the number of shares to be underwritten, the number of Registrable Securities that may be so included in the registration and underwriting shall be apportioned pro rata allocated among all the selling Holders based on requesting to be included in the number registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all selling Holders or them at the time of filing the registration statement. To facilitate the allocation of shares in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for accordance with the account of above provisions, the Company have been first excludedor the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. If In the event that a registration pursuant to Section 3.1 is for a registered public offering involving an underwriting, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall will so advise the Company as a part of their the written request made given by such Initiating Holders pursuant to this Section 2.1 3.1(a), and the Company shall include such information in turn advise the written Holders as part of the notice referred given pursuant to in subsection 2.1(a)(iSection 3.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 3.1 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 3.1, 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 the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders proposing to distribute their securities through such underwritingunderwriting and the Other Holders, if any) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters managing underwriter(s) selected for such underwriting by the majority-in-majority in interest of the Initiating Holders, which underwriters shall be reasonably acceptable but subject to the reasonable approval of the Company. Notwithstanding any other provision of this Section 2.13.1, if the underwriters advise managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Company shall so advise all Holders and Other Holders, and the number of Registrable Securities shares that may be so included in the registration and underwriting shall be apportioned pro rata allocated first among all Holders in proportion, as nearly as practicable, to the selling Holders based on the number respective amounts of Registrable Securities held by all selling such Holders or at the time of filing the registration statement and second among the Other Holders in proportion to the number of shares proposed to be included in such other proportions as shall mutually be agreed to registration by all such selling Other Holders. In no event No shares proposed to be included in such registration by any of the Other Holders shall Registrable Securities be excluded from included in such registration unless all shares requested to be included by the Initiating Holders are included in such registration. No Registrable Securities or other stockholders’ securities and securities for excluded from the account underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company have been first excludedor the underwriters may round the number of shares allocated to any holder to the nearest one hundred (100) shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder of Registrable Securities or Other Holder disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the managing underwriter or and the Initiating Holders. The Registrable Securities and/or other securities so excluded withdrawn shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above.

Underwriting. (a) If requested by the Initiating Holders intend to distribute the underwriters for any underwritten offering of Registrable Securities covered by their request by means of an underwritingpursuant to a registration requested hereunder, they shall so advise the Company as a part of their request made pursuant will enter into and perform its obligations under an underwriting agreement with such underwriters for such offering, such agreement to this Section 2.1 contain such representations and warranties by the Company shall include and such information other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the written notice referred to in subsection 2.1(a)(i). In such event, the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting effect and the inclusion of such Holder’s Registrable Securities to the extent provided hereinin Section 6 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 4.1(f). If Philips shall, if requested by such underwriters, be party to any such underwriting agreement. Notwithstanding the Company shall request inclusion foregoing, Philips may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such Registrable Securities in connection with such registration. (b) In the event that any registration pursuant to this Section 2.1 of securities 3 hereof shall involve, in whole or in part, an underwritten offering, the Company may require Registrable Securities requested to be registered pursuant to Section 3 to be included in such underwriting on the same terms and conditions as shall be applicable to the Other Securities being sold for its own accountthrough underwriters under such registration. In such case, or if the holders of Registrable Securities on whose behalf Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such agreement shall contain such representations and warranties and such other persons shall request inclusion terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 6. (c) In the event that any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company hereof shall (together with all Holders proposing involve, in whole or in part, an underwritten offering, Philips shall have the right to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with select the representative of the underwriter or underwriters selected for such underwriting by the majority-in-interest of the Initiating Holdersunderwritten offering, which underwriters shall be reasonably acceptable subject to the Company. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held approval by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excluded. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter which approval shall not be unreasonably withheld or the Initiating Holdersdelayed. The securities so excluded underwriting agreement shall also be withdrawn from registration. Any Registrable Securities or contain such representations and warranties and such other securities excluded or withdrawn from such terms and provisions as are customarily contained in underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration agreements with respect to secondary distributions, including, without limitation, indemnities and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal contribution to the number of shares so withdrawn, with such shares effect and to be allocated among such Holders requesting additional inclusion, as set forth abovethe extent provided in Section 6.

Underwriting. If the Initiating Holders intend to distribute registration of which the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, they the Company shall so advise the Company Holders as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred given pursuant to in subsection 2.1(a)(iSECTION 3(A)(I). In such event, event the right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 SECTION 3(B) shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. If the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10SECTION 3(B). The Company shall (together with all All Holders proposing to distribute their securities through such underwriting) underwriting shall, together with the Company and the Other Holders, enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the majority-in-interest Company. The Company shall use its reasonable best efforts to cause the managing underwriter of such proposed underwritten offering to permit the Registrable Securities proposed to be included in such registration to be included in the registration statement for such offering on the same terms and conditions as any similar securities of the Initiating HoldersCompany included therein, which underwriters except that the Company shall not for any such purpose be reasonably acceptable required to qualify generally to do business as a foreign corporation in any jurisdiction where it is not so qualified, or to subject itself to taxation in any such jurisdiction, or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the CompanyCompany is already subject to service in such jurisdiction. Notwithstanding any other provision of this Section 2.1SECTION 3, the Company shall be entitled to include in the registration all of the shares which the Company desires to sell for its own account, and if the underwriters advise the Initiating Holders in writing managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities and other securities to be included in such registration. The Company shall so advise all Selling Holders and Other Holders, and the number of Registrable Securities shares that may be so included in the registration and underwriting by all Selling Holders and Other Holders (the "Includable Securities") shall be apportioned allocated pro rata among them, as nearly as practicable, as follows: FIRST, Includable Securities shall be allocated among the selling Other Holders, if any, exercising their demand registration rights; SECOND, the Holders based on and Other Holders exercising "piggy back" registration rights; and THIRD, the remainder of the Includable Securities to the remaining Other Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of Registrable Securities held by all selling Holders shares allocated to any Holder or in such other proportions as shall mutually be agreed Other Holder to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities and securities for the account of the Company have been first excludednearest one hundred (100) shares. If a person who has requested inclusion in such registration as provided above does not agree to any Holder or Other Holder disapproves of the terms of any such underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, Company and the underwriter or the Initiating Holders. The securities so excluded shall also be withdrawn from registrationmanaging underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting also shall also be withdrawn from such registration. If shares are so withdrawn from , and shall not be transferred prior to one hundred eighty (180) days after the effective date of the registration and if statement relating thereto, or such other shorter period of time as the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth aboveunderwriters may require.

Underwriting. If the Initiating Holders intend to distribute the ------------ Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 8.5 and the Company shall include such information in the written notice referred to in subsection 2.1(a)(i)Section 8.5(a)(i) above. In such event, the The right of any Holder to include all or any portion of its Registrable Securities in a registration pursuant to this Section 2.1 8.5 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. A Holder may elect to include in such underwriting all or a part the Registrable Securities he holds. If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to this Section 2.1 of securities being sold for its own account8.5, or if other persons shall holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Shareholders") request inclusion in any registration pursuant to this Section 2.1such inclusion, the Initiating Holders shall, on behalf of all Holders, offer to include the securities of such securities officers, directors and Other Shareholders in the underwriting and may condition such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such person’s other securities of the Company and on their acceptance of the further applicable provisions of this Section 2 (including Section 2.10)8. The Company shall (together with all Holders Holders, officers, directors and Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the majority-in-a majority in interest of the Initiating Holders, which underwriters shall be Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.18.5, if the underwriters advise representative advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number securities of Registrable Securities that may be so included shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities Company held by all selling Holders officers or in such directors (other proportions as than Registrable Securities) of the Company shall mutually be agreed to by all such selling Holders. In no event shall Registrable Securities be excluded from such registration unless all other stockholders’ securities to the extent so required by such limitation and securities for the account if a limitation of the Company have been first excludednumber of shares is still required, the Initiating Holders shall so advise all Holders of Registrable Securities and Other Shareholders whose securities would otherwise be underwritten pursuant hereto, 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 such Holders and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in such registration at the time of filing the registration statement. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If a person any Holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above does not agree to disapproves of the terms of any such the underwriting, such person shall be excluded may elect to withdraw therefrom by written notice from to the Company, the underwriter or and the Initiating Holders. The securities so excluded withdrawn shall also be withdrawn from registration. Any If the underwriter has not limited the number of Registrable Securities or other securities excluded or withdrawn from to be underwritten, the Company may include its securities for its own account in such underwriting shall also be withdrawn from such registration. If shares are registration if the underwriter so withdrawn from the registration agrees and if the number of shares to be Registrable Securities and other securities which would otherwise have been included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(d), then the Company shall then offer to all Holders who have retained rights to include securities in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to and underwriting will not thereby be allocated among such Holders requesting additional inclusion, as set forth abovelimited.