Common use of Underwriting Clause in Contracts

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the right of any Holder to registration pursuant to subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (ii) Notwithstanding any other provision of this subsection 1.2, if the underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.2(a). In such event event, the right of any Holder to registration pursuant to subsection 1.2 this Section 2.2 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock through such underwriting) all Participating Holders, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) Company and reasonably acceptable to Initiating Holders holding a majority of Registrable Securities held by all Initiating Holders. Notwithstanding any other provision of this subsection 1.2Section 2.2, if the managing underwriter managing such public offering determines advises the Company in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the date of the notice pursuant Registrable Securities proposed to subsection 1.2(a)(i) abovebe included in such registration; provided provided, however, that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than securities, including securities for the Holders Company’s account (i.e., primary shares), are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Participating Holders at the time of filing the registration statement.

Underwriting. (i) If reasonably required to maintain an orderly market in the Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their demand made pursuant to this Section 1.2, including the identity of the managing underwriter, and the Company shall include such information in the written notice given pursuant referred to subsection in Section 1.2(a)(i). In such event event, the right of any Holder to registration pursuant to subsection this Section 1.2 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include together with all holders of capital stock of the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders Company proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Initiating Holders and reasonably satisfactory to the Company. (ii) . Notwithstanding any other provision of this subsection Section 1.2, if the underwriter managing such public offering determines shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretothat have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to underwriter’s marketing limitation shall be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwritingregistration. If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registrationregistration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.

Underwriting. (i) If In the registration event that the Initiating Holders intend to distribute the Registrable Securities by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event Section 2.1(a) hereof that the right of any Holder to registration pursuant to subsection 1.2 this Section 2.1 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 2.1, and the inclusion of such Holder's ’s Registrable Securities in the underwriting underwriting, to the extent requested, shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) Holders holding a majority of the Registrable Securities to be registered. Notwithstanding any other provision of this subsection 1.2Section 2.1, if the managing underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to an amount no less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities requested to be registered by the Holders. The securities held and requested to be included in such underwritingunderwriting by the Company’s directors, officers, employees, consultants and other shareholders shall be reduced completely before any reduction is made to the Registrable Securities held by the Holders. The Company shall so advise all Holders of Registrable Securities which would otherwise requesting to be underwritten pursuant heretoincluded in the registration and underwriting, and the number of shares of Registrable Securities that the managing underwriter determines may be included in the registration and underwriting shall be allocated among all the Holders requesting inclusion to be included in such the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each them at the time of such Holders as filing the registration statement. To facilitate the allocation of shares in accordance with the date of above provisions, the notice pursuant to subsection 1.2(a)(i) above; provided that Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest one hundred (100) shares. If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Purchasers as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2(a)(i). In such event event, the right of any Holder Purchaser to registration pursuant to subsection 1.2 Section 2 shall be conditioned upon such Holder's Purchaser’s participation in such underwriting underwriting, and the inclusion of such Holder's Registrable Securities in the underwriting shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders Purchasers proposing to distribute their Registrable Securities securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders Purchasers distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) . Notwithstanding any other provision of this subsection 1.2Section 2, if the managing underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to those holders of registration rights under agreements relating thereto in existence immediately prior to the date hereof; third, to Purchasers of Registrable Securities who possess registration rights pursuant to this Agreement; and third, to any stockholder of the Company (other than a Purchaser and other than a stockholder holding registration rights under agreements relating thereto in existence immediately prior to the date hereof). The Company shall so advise all Purchasers requesting to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among Holders all the Purchasers requesting inclusion to be included in such the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held sought to be included by each them. To facilitate the allocation of such Holders as of shares in accordance with the date of above provisions, the notice pursuant to subsection 1.2(a)(i) above; provided that Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Purchaser to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder Purchaser disapproves of the terms of any such underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company. For any Purchaser which is a partnership or corporation, the partners, retired partners and shareholders of such Purchaser, or the underwriter. Any Registrable Securities excluded or withdrawn from estates and family members of any such underwriting partners and retired partners and any trusts for the benefit of any of the foregoing persons, shall be withdrawn from deemed to be a single “Purchasers,” and any pro rata reduction with respect to such registration“Purchasers” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Purchasers,” as defined in this sentence.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 3.1(a). In such event event, the right of any Holder to registration pursuant to subsection 1.2 this Article 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. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (iia) Notwithstanding any other provision of this subsection 1.2Article 3, if the managing underwriter managing such public offering determines that marketing factors (including pricing) require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering Holders of Registrable Securities shall have priority as to sales over the sale other holders of the Company's common stock ’s securities, and the Company shall cause such other holders to withdraw their shares from such offering to the general public, the underwriter may limit the number extent necessary to allow all requesting Holders of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities include all shares so requested to be included in such registration. Whenever the number of shares which may be 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 underwriting under this subsection 1.2(b)(ii) participating in an offering pursuant to Section 3.1 together shall not be reduced to less than thirty percent (30%) share pro rata in the available portion of the aggregate registration in question, such sharing to be based upon the number of shares of common stock included 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 underwriting without registration, the prior consent of at least a majority 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 Holders who have requested their 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 to excluded from the underwriting by reason of the underwriters’ marketing limitation shall be included in such underwriting. registration. (b) The Company shall so advise all Holders and the other holders distributing their securities through such underwriting of Registrable Securities which would otherwise be underwritten pursuant heretoany such limitation, and the number of shares of Registrable Securities held by Holders that may be included in the underwriting shall be allocated among Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwritingregistration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, but the Holder shall continue to be bound by Section 11.10 hereof. If by the withdrawal of such securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included (or requested to 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 initiated by it under this Article 3 prior to the effectiveness of such registration, whether or not a Holder has elected to include Registrable Securities in such registration.

Underwriting. (ia) If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to this Section 3, and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 3.1(a). In such event the The right of any Holder to registration pursuant to subsection 1.2 Section 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes A Holder may elect to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate include in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in all or a written request or requests, made within 5 days after receipt part of such written notice from the Company. Holder's Registrable Securities. (b) All Holders proposing to distribute their Registrable Securities securities through any such underwriting an underwritten offering pursuant to this subsection 1.2(b) Section 3 shall (together with the Company and the other shareholders distributing their shares of common stock through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters. The managing underwriters or underwriters for any such underwritten offering shall be selected for such underwriting by the Initiating Holder, subject to approval by the Company, which approval will not be unreasonably withheld. (iic) Notwithstanding any other provision of this subsection 1.2Section 3, if the underwriter managing such public offering determines advises the Initiating Holders that marketing factors require a limitation of on the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Initiating Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders requesting inclusion thereof, in such underwriting in proportion, proportion (as nearly as practicable, ) to the respective amounts amount of Registrable Securities held owned by each of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) aboveHolder; provided provided, however, that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders Common Stock are first entirely excluded from the such underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of Registrable Securities and other securities that would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. (i) If the registration Initiating Holders intend to ------------ distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to subsection 1.2 and the Company shall include such information in the written notice given pursuant referred to in subsection 1.2(a)(i). In such event event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to registration pursuant to subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (ii) underwriters. Notwithstanding any other provision of this subsection 1.2, if the underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Initiating Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretoHolders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) aboveHolders; provided provided, however, that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders securities are first entirely excluded from the underwriting. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any Registrable Securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. (ia) The distribution of the Registrable Securities covered by the request of the Holders shall be effected by means of the method of distribution selected by the Holders holding a Supermajority of the Registrable Securities covered by such registration. If the registration such distribution is effected by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the right of any Holder to registration pursuant to subsection 1.2 this 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. Notwithstanding the foregoing, if the Company proposes to commence . (b) If such distribution is effected by means of an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a)underwriting, the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock through Participating Holders in such underwritingUnderwriting) shall use its best efforts to enter into an underwriting agreement in customary form and reasonably acceptable to the Company with the a managing underwriter or underwriters of nationally recognized standing selected for such underwriting by the Company. (ii) Company and approved by a Supermajority in interest of the Participating Holders, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this subsection 1.2Article 3, if the managing underwriter managing such public offering determines advises the Participating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter underwriters may limit the number of Registrable Securities exclude shares requested to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering registration. The number of the sale of the Company's common stock to the general public, the underwriter may limit the amount shares of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among amongst the Participating Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such Participating Holders at the time of such Holders as filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to managing underwriter's marketing limitation shall be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwriting. registration. (c) If any Participating Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterother Participating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration; provided, however, that if by the withdrawal of -------- ------- such registrationRegistrable Securities a greater number of Registrable Securities held by other Participating Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Participating Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 3.2.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 1.6(a)(i). In such event the right of any Holder to registration pursuant to subsection 1.2 Section 1.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders holders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) . Notwithstanding any other provision of this subsection 1.2Section 1.6, if the managing underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, the managing underwriter and (A) if such registration is the first registered offering of Company may reduce the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without extent the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwritingunderwriters deem necessary. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and other holders distributing their securities through such 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 inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such Holder at the time of such Holders as filing the Registration Statement. To facilitate the allocation of shares in accordance with the date of above provisions, the notice pursuant to subsection 1.2(a)(i) above; provided that Company may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder or holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If the registration of which the Company SuperGen gives notice is for a registered public offering involving an underwriting, the Company SuperGen shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 3.2(a)(i). In such event the right of any Holder the Holders to registration pursuant to subsection 1.2 this Section 3.2 shall be conditioned upon such Holder's the Holders' participation in such underwriting and the inclusion of such Holder's the Registrable Securities in the underwriting shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities securities through any such underwriting pursuant to this subsection 1.2(b) shall (shall, together with the Company and the other shareholders distributing their shares of common stock through such underwriting) SuperGen, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) SuperGen. Notwithstanding any other provision of this subsection 1.2Section 3.2, if the managing underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, the managing underwriter and (A) if such registration is SuperGen may reduce the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent the extent the underwriters deem necessary (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwritingzero if necessary). The Company SuperGen shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders requesting inclusion in such underwriting and holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the date Registration Statement. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, SuperGen may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder or holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, such Holder it may elect to withdraw therefrom by written notice to the Company SuperGen and the managing underwriter. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection Section 1.2(a)(i). In such event event, the right of any Holder to participate in such registration pursuant to subsection 1.2 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 1.2, 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. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the . (i) The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) . Notwithstanding any other provision of this subsection Section 1.2, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all participating Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. (ii) If any Holder of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwriting. If any Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice notice, on or before the fifth day prior to the Company effectiveness of the registration statement, to the Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or Securities, and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or other shorter period as the underwriters may require. (iii) If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other purchasers) in such registration if the managing underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. (i) If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 2(a). In such event the The right of any Holder to registration pursuant to subsection 1.2 Section 2 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities to be registered in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Holders) and to the extent provided herein. Notwithstanding the foregoing, if the Company proposes A Holder may elect to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate include in such underwriting in accordance with this subsection 1.2(b)all or a part of the Registrable Securities such Holder holds. The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All shall (together with all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (ii) managing underwriter. Notwithstanding any other provision of this subsection 1.2Section 2, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock then, subject to the general publicprovisions of Section 2(a), the underwriter may limit Company shall so advise all Holders and the number of Registrable Securities to be included in the registration and underwriting, or shares that may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all persons or entities requesting inclusion in the registration as follows: (A) all securities proposed to be offered by any holder other than the Holders or the Company for its own account shall be excluded before any Registrable Securities or securities to be offered for the account of the Company are excluded; (B) Registrable Securities (allocated among all Holders requesting inclusion thereof in such underwriting the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held proposed to be registered by each of such Holders as at the time of filing the registration statement) shall be excluded before securities to be offered for the account of the date of the notice pursuant to subsection 1.2(a)(iCompany are excluded; and (C) above; provided that if, after all Registrable Securities have been excluded, additional limitations are required, then the number of shares of Registrable Securities requested securities to be included in such underwriting offered for the account of the Company shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwritingexcluded. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterother Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration; provided, however, that if by the withdrawal of such registrationRegistrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2(b).

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to this Section 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection Section 1.2(a)(i). In such event event, the right of any Holder to participate in such registration pursuant to subsection 1.2 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection Section 1.2, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all participating Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or Securities, and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration., or such other shorter period of time as the underwriters may require. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other purchasers) in such

Underwriting. (i) If the registration of which the Company GENESIS gives notice is for a registered public offering involving an underwriting, the Company GENESIS shall so advise the Holders Purchasers as a part of the written notice given pursuant to subsection 1.2(a)(i)Section 8.4.1.1. In such event the right of any Holder Purchaser to registration pursuant to subsection 1.2 this Section 8.4 shall be conditioned upon upon: 8.4.2.1. such HolderPurchaser's participation in such underwriting and the inclusion of such HolderPurchaser's Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. 8.4.2.2. All Holders Purchasers proposing to distribute their Registrable Securities securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company GENESIS and the any other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) GENESIS. Notwithstanding any other provision of this subsection 1.2Section 8.4, if the managing underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwritingregistration. 8.4.2.2.1. The Company GENESIS shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the date registration statement. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, GENESIS may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all any Holder or other shares of common stock being sold by shareholders other than shareholder to the Holders are first entirely excluded from the underwritingnearest 100 shares. 8.4.2.2.2. If any Holder or other shareholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company GENESIS and the managing underwriter. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. GENESIS may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to this Section 8.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished.

Underwriting. (i) If BALAH, BAII, BANZHI and Vodafone shall include in each of their respective requests for any underwritten public offering made pursuant to Section 7.1.1 the name of the managing underwriter or underwriters that the requesting parties propose to employ in connection with the public offering proposed to be made pursuant to the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company requested. The Corporation shall so advise the Holders as a part of include in the written notice given referred to in Section 7.1.1 the name or names of such underwriter or underwriters to be employed. If any sale proposed pursuant to subsection 1.2(a)(i). In such event Section 7.1.1 is to be effected pursuant to an underwritten public offering, the right of any Holder Registration Rightsholder to registration pursuant to subsection 1.2 Section 7.1 shall be conditioned upon such HolderRegistration Rightsholder's participation in such underwriting and the inclusion of such HolderRegistration Rightsholder's Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting The Corporation shall (together with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders all Registration Rightsholders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form (which form must be reasonably acceptable to the Shareholders requesting such registration) with the underwriter or underwriters selected for such underwriting by in the Company. (ii) manner set forth above. Notwithstanding any other provision provisions of this subsection 1.2Section 7.1, if the managing underwriter managing such public offering determines advises the Corporation in writing that marketing factors require a limitation of the number of shares of common stock Registrable Securities to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company Corporation shall so advise all Holders beneficial owners of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among Holders the Shareholders requesting inclusion in such underwriting registration in proportion, as nearly as practicablepractical, to the respective amounts of Registrable Securities held that were proposed to be sold by each such Registration Rightsholders and second, to the extent that the limitation established by the managing underwriter is not exhausted by the Shareholders which requested the registration, among the Corporation and other Persons that are not members of such Holders group of Shareholders which requested the registration in proportion, as of nearly as practical, to the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares respective amounts of Registrable Securities requested that were proposed to be sold by such Persons. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwritingregistration. If any Holder Registration Rightsholder disapproves of the terms of any such the underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company Corporation and the managing underwriter. Any The Registrable Securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration; provided, however, that, if by the withdrawal of such registrationRegistrable Securities a greater number of Registrable Securities beneficially owned by other Registration Rightsholders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Corporation shall offer to all Registration Rightsholders who have included Registrable Securities in the registration the right to include additional Shares in the same proportion used in effecting the limitation referred to above in this Section 7.1. The Corporation shall undertake any reasonable measures within its control to cause the Registrable Securities sold in any underwritten public offering to be widely disseminated.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 1.5(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 Section 1.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection 1.2Section 1.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. (iIn the event that the Initiating Holders indicate in their written request pursuant to Section 2(a) If the that a registration of which the Company gives notice pursuant to this Section 2 [Requested Registration] is for a registered public offering involving an underwriting, the Company shall will so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2(a)(i). In such event event, the right of any Holder Holder, as the case may be, to registration pursuant to subsection 1.2 shall this Section 2 [Requested Registration] will be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 2 [Requested Registration], and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested will be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All (together with all Initiating Holders and Other Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Company (ii) which underwriter will be acceptable to a majority in interest of the Initiating Holders with such acceptance not to be unreasonably withheld). Notwithstanding any other provision of this subsection 1.2Section 2 [Requested Registration], if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall will so advise all the Initiating Holders of Registrable Securities which would otherwise be underwritten pursuant heretoand the Other Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall will be allocated among the Initiating Holders requesting inclusion in such underwriting and the Other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held that such Initiating Holders and Other Holders have requested pursuant to Section 2(a) hereof to include in such registration. No Registrable Securities or other securities excluded from the underwriting by each of such Holders as reason of the date underwriter’s marketing limitation will be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Initiating Holder or Other Holder to the Holders are first entirely excluded from the underwritingnearest one hundred (100) shares. If any Initiating Holder or Other Holder disapproves of the terms of any such the underwriting, such person may elect, unless otherwise agreed in writing by such Initiating Holder may elect or Other Holder, to withdraw therefrom by written notice to the Company and the managing underwriter. Any The Registrable Securities excluded or other securities so withdrawn from such underwriting shall will also be withdrawn from such registration.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 7.3(a)(i). In such event the right of any Holder to registration pursuant to subsection 1.2 Section 7.3 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. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders Other Stockholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (ii) , which underwriters shall be reasonably acceptable to a majority in interest of the participating Holders. Notwithstanding any other provision of this subsection 1.2Section 7.3, if the underwriter managing such public offering determines advises the Company in writing that marketing factors require a limitation of on the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering number of the sale shares of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities 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 the Company's shareholders; provided however, the number of Other Stockholders (other than Registrable Securities to Securities) shall be included in excluded from such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in extent required by such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretolimitation, and if a limitation on the number of shares is still required, the number of shares of Registrable Securities that may be included in the underwriting registration shall be allocated among all such Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by which each Holder had requested to be included in such registration at the time of such Holders as filing and which have not already been included in the registration statement; provided, however, that, except with respect to the initial public offering of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that Company's securities, the number of shares of Registrable Securities requested to be included in such underwriting the registration shall not be reduced unless all other shares constitute less than 30% of common stock being sold by shareholders other than the Holders are first entirely excluded from total securities included in the underwritingoffering. If any Holder disapproves of Registrable Securities or any Other Stockholder disapprove of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. (i) If reasonably required to maintain an orderly market in the Common Stock, the Holders shall distribute the Registrable Securities covered by their demand by means of an underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their demand made pursuant to this Section 3.2, including the identity of the managing underwriter as determined by the holders of at least 62% of the shares of Registrable Securities held by such Initiating Holders, and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 3.2(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 this Section 3.2 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities together with all Holders of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders shares proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Initiating Holders holding at least 62% of the shares of Preferred Stock held by Initiating Holders and reasonably satisfactory to the Company. (ii) . Notwithstanding any other provision of this subsection 1.2Section 3.2, if the underwriter managing such public offering determines shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretothat have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to underwriter’s marketing limitation shall be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwritingregistration. If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other stockholders) in such registrationregistration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.

Underwriting. (i) If the registration Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request and the Company shall include such information in its written notice given pursuant to subsection 1.2(a)(i)the other Holders. In such event the The right of any Holder to registration pursuant to subsection 1.2 this Section 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 to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) holders of a majority of the Registrable Securities proposed by such Holders to be distributed through such underwriting. Notwithstanding any other provision of this subsection 1.2Section 4, if the managing underwriter managing such public offering determines advises the Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock then, subject to the general publicprovisions of Section 4(a) above, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held originally requested by each of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely Registration Statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation shall be included in such registration. If the managing 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 others in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited, and provided that the Company or the other selling stockholders shall bear an equitable share of the Registration Expenses in connection with such registration and underwriting. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may may, subject to Section 7 hereof, elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterother Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration; provided, however, that if by the withdrawal of such registrationRegistrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 4(b).

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 1.5(a)(i). In such event the The right of any Holder to registration pursuant to subsection 1.2 Section 1.5 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's ’s Registrable Securities in the underwriting underwriting, to the extent requested and provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company. (ii) ). Notwithstanding any other provision of this subsection 1.2Section 1.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such registrationRegistrable Securities shall not be transferred in a public distribution prior to ninety (90) days (one hundred eighty (180) days in the case of the Company’s Initial Public Offering) after the date of the final prospectus used in such public offering.

Underwriting. (i) If In the event of a registration of which the Company gives notice is for a registered public offering involving an underwritingpursuant to Section 5.1, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event Section 5.1(a)(i) that the right of any Holder to registration pursuant to subsection 1.2 Section 5.1 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 5.1, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All together with all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection 1.2Section 5.1, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities Company shall so advise all Holders requesting to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion to be included in such the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each them at the time of filing the registration statement, provided, however, that in the event of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that limitation on the number of shares to be underwritten, then no shares of Founder's Stock shall be included unless all shares of Registrable Securities held requested by the Holders other than the Founders, including any shares issued in respect thereof upon conversion or otherwise, to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely so included. No Registrable Securities excluded from the underwritingunderwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationCompany.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to ------------ Section 3.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 3.5(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 Section 3.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 3.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection 1.2Section 3.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 1.5(a)(i). In such event the The right of any Holder to registration pursuant to subsection 1.2 Section 1.5 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's ’s Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b)Agreement. The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All shall (together with all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company. (ii) ). Notwithstanding any other provision of this subsection 1.2Section 1.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such registration.

Underwriting. (i) If the registration Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request and the Company shall include such information in its written notice given pursuant to subsection 1.2(a)(i)the other Holders. In such event the The right of any Holder to registration pursuant to subsection 1.2 this Section 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. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) Holders of a majority of the Registrable Securities proposed by such Holders to be distributed through such underwriting. Notwithstanding any other provision of this subsection 1.2Section, if the managing underwriter managing such public offering determines advises the Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock then, subject to the general publicprovisions of Section 5(a), the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held originally requested by each of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely registration statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. If the managing 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 others in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited, and provided that the Company or the other selling stockholders shall bear an equitable share of the Registration Expenses in connection with such registration and underwriting. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterother Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration; provided, however, that if, by the withdrawal of such registrationRegistrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section. If the registration does not become effective due to the withdrawal of Registrable Securities, then either (1) the Holders requesting registration shall reimburse the Company for expenses incurred in complying with the request or (2) the aborted registration shall be treated as effected for purposes of Section 5(a)(C).

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.3(a)(i). In such event the right of any Holder to registration pursuant to subsection 1.2 this Section 2.3 shall be conditioned upon such Holder's participation ’s .participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (shall, together with the Company and the other shareholders parties distributing their shares of common stock securities through such underwriting) , enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (ii) . Notwithstanding any other provision of this subsection 1.2Section 2.3, if the underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders holders of Registrable Securities which the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities Securities, that may be included in the registration and underwriting shall be allocated among Holders requesting inclusion in the following manner: shares, other than Registrable Securities and other securities that have contractual rights with respect to registration similar to those provided for in this Section 2.3, requested to be included in such underwriting registration by stockholders shall be excluded, and if a limitation on the number of shares still is required, the number of Registrable Securities and other securities that have contractual rights with respect to registration that may be included shall be allocated among the Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and such other securities held by each such Holder at the time of such Holders as of filing the date of the notice pursuant to subsection 1.2(a)(i) aboveRegistration Statement; provided provided, however, that the number aggregate value of shares of securities (including Registrable Securities requested Securities) to be included in such underwriting shall registration by the Holders may not be so reduced unless to less than twenty-five percent (25%) of the total value of all securities included in such registration. For purposes of any such underwriter cutback, all Registrable Securities and other securities held by any holder that is a partnership, limited liability company or corporation shall also include any Registrable Securities held by the partners, retired partners, members, stockholders or affiliated entities of such holder, or the estates and family members of any such partners, retired partners, members and any trusts for the benefit of any of the foregoing persons, and such holder and other persons shall be deemed to be a single “selling holder,” and any pro rata reduction with respect to such “selling holder” shall be based upon the aggregate amount of shares of common stock being sold carrying registration rights owned by shareholders other than the Holders are first entirely all entities and individuals included in such “selling holder,” as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Nothing in this Section 2.3(b) is intended to diminish the number of securities to be included by the Company in the underwriting. If any Holder disapproves of the terms of any such the underwriting, such Holder it may elect to withdraw therefrom by written notice to the Company and the underwriter. Any The Registrable Securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the The right of any Holder to registration ------------ pursuant to subsection 1.2 this Section 1.5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have requested (unless otherwise been required to deliver mutually agreed by a notice majority in interest of the registration to the Initiating Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity intending to participate in such underwriting in accordance registration and such Holder with this subsection 1.2(b)respect to such participation and inclusion) to the extent provided herein. The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock through such underwritingall Holders selling Registrable Securities) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Company (ii) which underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders). Notwithstanding any other provision of this subsection 1.2Section 1.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which 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 allocated, first, among all Holders requesting inclusion pro-rata, in proportion to the respective amounts of Registrable Securities held by all such underwriting Holders at the time of filing the registration statement and second, to all other holders, in proportion, as nearly as practicable, to the respective amounts of securities of the Company owned by them. No Registrable Securities held or other securities excluded from the underwriting by each of such Holders as reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all any Holder or other shares of common stock being sold by shareholders other than holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities and/or other securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If by the withdrawal of such Registrable Securities or other securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion and manner used in determining the effect of the underwriter limitation in this Section 1.5(b). If the managing 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 others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. (i) If In the event that a registration of which the Company gives notice ------------ pursuant to Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.2(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 Section 2.2 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by pursuant to the Company. (ii) final paragraph of this Section 2.2(b). Notwithstanding any other provision of this subsection 1.2Section 2.2, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the date of the notice pursuant Registrable Securities proposed to subsection 1.2(a)(i) abovebe included in such registration; provided provided, however, that the number of shares -------- ------- of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder or Holders of Registrable Securities disapproves of the terms of any such the underwriting, such Holder or Holders may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. In the event that the Initiating Holders exercise their registration rights pursuant to Section 2.2 hereof, such Initiating Holders shall have the right to select the managing underwriter with respect to such registration; provided, however, that such managing underwriter shall be of recognized national standing and shall be reasonably acceptable to the Company.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders each Holder as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.5(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 Section 2.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection 1.2Section 2.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated allocated, among all Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in the event that any such underwriter cutback will cause the cutback of 50% or more of the Registrable Securities of the holders of the Series A Shares requested to be included in such underwriting registration, then the holders of the Series A Shares may elect to have excluded from such registration the Registrable Securities of all holders of Series A Shares. Such election shall be by the affirmative vote of the holders of 50% or more of the Series A Shares and shall be effective for all holders of Series A Shares. In such case, the number of demand registrations available to the holders of Series A Shares shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwritingsuch registration. If any Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 8.3(a)(i). In such event the right of any Holder to registration pursuant to subsection 1.2 Section 8.3 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. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders Other Stockholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (ii) , which underwriters shall be reasonably acceptable to a majority in interest of the participating Holders. Notwithstanding any other provision of this subsection 1.2Section 8.3, if the underwriter managing such public offering determines advises the Company in writing that marketing factors require a limitation of on the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering number of the sale shares of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities 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 the Company's shareholders; provided however, the number of Other Stockholders (other than Registrable Securities to Securities) shall be included in excluded from such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in extent required by such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretolimitation, and if a limitation on the number of shares is still required, the number of shares of Registrable Securities that may be included in the underwriting registration shall be allocated among all such Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by which each Holder had requested to be included in such registration at the time of such Holders as filing and which have not already been included in the registration statement; provided, however, that, except with respect to the initial public offering of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that Company's securities, the number of shares of Registrable Securities requested to be included in such underwriting the registration shall not be reduced unless all other shares constitute less than 30% of common stock being sold by shareholders other than the Holders are first entirely excluded from total securities included in the underwritingoffering. If any Holder of Registrable Securities or any Other Stockholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. (i) If the registration Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request and the Company shall include such information in its written notice given pursuant to subsection 1.2(a)(i)the other Holders. In such event the The right of any Holder to registration pursuant to subsection 1.2 this Section shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) Holders of a majority of the Registrable Securities proposed by such Holders to be distributed through such underwriting. Notwithstanding any other provision of this subsection 1.2Section, if the managing underwriter managing such public offering determines advises the Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock then, subject to the general publicprovisions of Section 5(a), the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held originally requested by each of such Holders as of to be included in the date of the notice pursuant to subsection 1.2(a)(i) aboveregistration statement; provided provided, however, that the number of shares of Registrable Securities requested to be included in such underwriting and registration shall not be reduced unless all other shares securities of common stock being sold by shareholders other than the Holders Company are first entirely excluded from the underwritingunderwriting and registration. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s marketing limitation shall be included in such registration. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterother Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration; provided, however, that if by the withdrawal of such registrationRegistrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section. If the registration does not become effective due to the withdrawal of Registrable Securities, then either (1) the withdrawing Holders requesting registration shall reimburse the Company for expenses incurred in complying with the request or (2) the aborted registration shall be treated as effected for purposes of Section 5(a)(D).

Underwriting. (i) If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to SECTION 5.1(i), and the Company shall include such information in the written notice given pursuant to subsection 1.2(a)(iSECTION 5.1(i). The managing underwriter will be selected by a majority in interest of the Initiating Holders, provided that such managing underwriter is reasonably acceptable to the Company. In such event event, the right of any Holder to include his or her Registrable Securities in such registration pursuant to subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (ii) managing underwriter. Notwithstanding any other provision of this subsection 1.2SECTION 5.1, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretoSecurities, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. Neither the Company nor any other holders of Company securities may participate in the proposed offering if any Holders have been cut back pursuant to this SECTION 5.1(ii). No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such registrationRegistrable Securities shall continue to be subject to the terms of this Agreement including SECTION 6 hereof.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as in a part of the written notice given pursuant to subsection 1.2(a)(i)this Section 1.6. In such event event, the right of any Holder to registration pursuant to subsection 1.2 this Section 1.6 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders holders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) . Notwithstanding any other provision of this subsection 1.2Section 1.6, if the managing underwriter managing such public offering determines advises the Company in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by each of such Holders as at the time of filing the registration statement; provided, however, that, no Registrable Securities shall be excluded until all Worthington Shares, all Other Shares and all other Securities that are not Registrable Securities (other than Securities to be sold for the account of the date Company) are first excluded, and provided further, that, except in the case of the notice pursuant to subsection 1.2(a)(i) above; provided that Company’s Initial Public Offering (where Registrable Securities may be excluded entirely), the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other below 25% of the total number of shares of common stock being sold by shareholders other than in the Holders are first entirely underwriting. No Registrable Securities excluded from the underwritingunderwriting 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. The Company may include shares of Common Stock held by stockholders other than Holders in a registration statement pursuant to this Section 1.6 to the extent that the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished. If any Holder or other holder disapproves of the terms of any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any The Registrable Securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registrationregistration and, in the case of the Company’s Initial Public Offering, shall be subject to Section 1.14.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 5.2(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 Section 5.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders holders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) . Notwithstanding any other provision of this subsection 1.2Section 5.2, if the managing underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering managing underwriter may exclude some or all of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwritingSecurities. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and other holders distributing their securities through such 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 inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by that each of such Holders as of Holder specified in the date of written requests made to the notice Company pursuant to subsection 1.2(a)(i) above; provided that Section 5.2(a)(ii). To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares of Registrable Securities requested allocated to be included in such underwriting any Holder or holder to the nearest 100 shares. The Company shall not be reduced unless all other required to register pursuant to this Section 5.2 the shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwritinga Holder then eligible for sale pursuant to Rule 144 without limitation as to volume. If any Holder of the Holders disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationregistration and shall continue to be subject to the terms of this Agreement including the restrictions set forth in Section 6.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 3.1 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 3.1(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 Section 3.1 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 3.1, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of recognized national standing selected for such underwriting by the Company. (ii) Company and reasonably acceptable to a majority of such Holders. Notwithstanding any other provision of this subsection 1.2Section 3.1, if the managing underwriter managing advises such public offering determines Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the date of the notice pursuant Registrable Securities proposed to subsection 1.2(a)(i) abovebe included in such registration; provided provided, however, that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders securities are first entirely excluded from such underwriting. No Registrable Securities excluded from the underwritingunderwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterHolders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If In the event of a registration of which the Company gives notice is for a registered public offering involving an underwritingpursuant to Section 5.01, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event Section 5.01(a)(i) that the right of any Holder to registration pursuant to subsection 1.2 Section 5.01 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 5.01, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All together with all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by reasonably acceptable to the Company. (ii) Company and a majority in interest of the Initiating Holders. Notwithstanding any other provision of this subsection 1.2Section 5.01, if the managing underwriter managing such public offering determines advises the Company in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities Company shall so advise all Holders requesting to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion to be included in such the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each them at the time of such Holders as of filing the date of the notice pursuant to subsection 1.2(a)(i) aboveregistration statement; provided that in the event of such limitation on the number of shares to be underwritten, then no shares of stock to be registered for sale by the Company shall be included unless all shares of Registrable Securities requested by the Investors to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely so included. No Registrable Securities excluded from the underwritingunderwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationCompany.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the right of any Holder to registration pursuant to subsection 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (ii) Notwithstanding any other provision of this subsection 1.2, if the underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided provided, however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Subsection 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSubsection 2.5(a)(i). In such event the The right of any Holder to registration pursuant to subsection 1.2 Subsection 2.5 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Subsection 2.5 and the inclusion of such Holder's ’s Registrable Securities in the underwriting underwriting, to the extent requested and provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company. (ii) ). Notwithstanding any other provision of this subsection 1.2Subsection 2.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such registrationRegistrable Securities shall not be transferred in a public distribution prior to ninety (90) days (one hundred eighty (180) days in the case of the Company’s initial public offering) after the date of the final prospectus used in such public offering.

Underwriting. (i) If the registration of which the Company AVI gives notice is for a registered public offering involving an underwriting, the Company AVI shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.3(a)(i). In such event the right of any Holder and the Holders to registration pursuant to subsection 1.2 this Section 2.3 shall be conditioned upon such Holder's the Holders' participation in such underwriting and the inclusion of such Holder's the Registrable Securities in the underwriting shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities securities through any such underwriting pursuant to this subsection 1.2(b) shall (shall, together with the Company and the other shareholders distributing their shares of common stock through such underwriting) AVI, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) AVI. Notwithstanding any other provision of this subsection 1.2Section 2.3, if the managing underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, the managing underwriter and (A) if such registration is AVI may reduce the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent the extent the underwriters deem necessary (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwritingzero if necessary). The Company AVI shall so advise the Holders and all Holders holders of Registrable Securities which would otherwise be underwritten pursuant hereto, securities distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among Holders requesting inclusion in all such underwriting holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each the Holders at the time of such Holders as filing the registration statement. To facilitate the allocation of shares in accordance with the date of the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, AVI may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder or holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, such Holder it may elect to withdraw therefrom by written notice to the Company AVI and the managing underwriter. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to ------------ Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection l.5(a)(i). In such event the The right of any Holder to registration pursuant to subsection 1.2 Section 1.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b)Agreement. The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All shall (together with all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company. (ii) ). Notwithstanding any other provision of this subsection 1.2Section 1.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such registration.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 2.1 is for a registered public offering involving an underwritingunderwriting requested by the Initiating Holders, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.1(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 this Section 2.1 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 2.1, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of recognized national standing selected for such underwriting by the Company. (ii) Company and reasonably acceptable to the Holders holding a majority of the Registrable Securities proposed to be distributed by the Holders through such underwriting. Notwithstanding any other provision of this subsection 1.2Section 2.1, if the managing underwriter managing such public offering determines or underwriters advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise that were proposed to be underwritten pursuant heretoin the registration and notwithstanding anything in Section 2.2 to the contrary, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested to be included by each of such Holders as 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 date underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the The right of any Holder to registration ------------ pursuant to subsection 1.2 this Section 8.5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice (together with all Holders and holders of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders other securities proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Company. (ii) Initiating Holders. Notwithstanding any other provision of this subsection 1.2Section 8.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretoand the other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting and other holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each securities entitled to inclusion (determined without regard to any requirement of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested a request to be included in such underwriting shall not be reduced unless registration) in such registration held by all such Holders and other shares holders at the time of common stock being sold by shareholders filing the registration statement. No Registrable Securities or other than the Holders are first entirely securities excluded from the underwritingunderwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion and manner used in determining the underwriter limitation in this Section 8.5(b). If the managing 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 others in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. (i) If In the event of a registration of which the Company gives notice is for a registered public offering involving an underwritingpursuant to Section 5.1, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event Section 5.1(a)(i) that the right of any Holder to registration pursuant to subsection 1.2 Section 5.1 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 5.1, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection 1.2Section 5.1, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the date registration statement; provided, that no shares held by any Holder other than a Founder shall be so excluded from such registration until all shares held by the Founders are excluded from such registration. Notwithstanding the foregoing, in the event of the notice pursuant to subsection 1.2(a)(i) above; provided that a Series D Registration, the number of shares of Registrable Securities requested that may be included in the registration and the underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective aggregate dollar amount of such Holder's investment in the capital stock of the Company at the time of the filing of the registration statement; provided that no shares held by any Holder other than a Founder shall be so excluded from such registration until all shares held by the Founders are excluded from such registration. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such underwriting shall not be reduced unless all other registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of common stock being sold by shareholders other than shares allocated to any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to this Section 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection Section 1.2(a)(i). In such event event, the right of any Holder to registration pursuant to subsection this Section 1.2 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited as provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters managing underwriter(s) selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection Section 1.2, if the underwriter managing such public offering determines underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, participating and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to Section 1.2 or 1.3 if, and to the extent that, the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished.

Underwriting. (i) If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iArticle 1.6(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 Article 1.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders holders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Company (ii) or by the holders who have demanded such registration). Notwithstanding any other provision of this subsection 1.2Article 1.6, if the managing underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (a minimum of 30%) % of the aggregate total shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwritingunderwriting or exclude them entirely in the case of the Company's initial public offering. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten and the other holders distributing their securities through such underwriting pursuant heretoto piggyback registration rights similar to this Article 1.6, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be first allocated among all holders of Preferred Shares or Conversion Shares in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested to be registered by such Preferred Purchasers at the time of filing the registration statement, and after satisfaction of the requirements of the Preferred Purchasers, the remaining shares that may be included in the registration and underwriting shall be allocated among Holders requesting inclusion in such underwriting the Founder in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such Founder at the time of such Holders as filing of the date registration statement. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all any Holder or other shares of common stock being sold by shareholders other than holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of the registration statement relating thereto (the "Lock-Up Period"); provided, however, that if such registration is not the Company's initial public offering such Lock-Up Period shall be one hundred twenty (120) days unless the managing underwriter determines that marketing factors require a longer period in which case the Lock-Up period shall be specified by the managing underwriter but shall not exceed one hundred eighty (180) days.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to this Section 2.1 is for a registered public offering involving an underwriting, the Company Phage shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.1(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 this Section shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.1 , and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited as provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting Phage shall (together with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters managing underwriter(s) selected for such underwriting by a majority in interest of the Company. (ii) Initiating Holders, but subject to Phage's reasonable approval. Notwithstanding any other provision of this subsection 1.2Section 2.1, if the underwriter managing such public offering determines underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company then Phage shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, participating and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriters' marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, Phage or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwriting. nearest 100 shares.If any Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Phage, the Company managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section ------------ 1.5 is for a registered public offering involving an underwriting, the Company Echelon shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 1.5(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 Section 1.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting Echelon shall (together with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Company. (ii) Initiating Holders, but subject to Echelon's reasonable approval. Notwithstanding any other provision of this subsection 1.2Section 1.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company then Echelon shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion thereof in such underwriting in proportionpro portion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, Echelon or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Echelon, the Company managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If the a registration of statement under which the ------------ Company gives notice under this Section 2.3 is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i)Registrable Securities. In such event event, the right of any Holder such Holder's Registrable Securities to be included in a registration pursuant to subsection 1.2 this Section 2.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting by the Company. (ii) underwriting. Notwithstanding any other provision of this subsection 1.2Agreement, if the managing underwriter managing such public offering determines in good faith that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter managing underwriters may limit the number of Registrable Securities and other securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in distributed through such underwriting. The Company shall so advise all Holders proposing to distribute their securities through the underwriting of Registrable Securities which would otherwise be underwritten pursuant heretosuch limitation, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. In no event shall the amount of securities of the date selling Holdings included in the registration be reduced below thirty percent (30%) of the notice pursuant to subsection 1.2(a)(i) above; provided that the number total amount of shares of Registrable Securities requested to be securities included in such underwriting shall registration, unless such offering is the initial underwritten public offering of the Company's securities and such registration does not be reduced unless all other include shares of common stock being sold by shareholders any other than selling stockholders, in which event any or all of the Registrable Securities of the Holders are first entirely may be excluded from in accordance with the underwritingpreceding two sentences. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by giving written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such registrationHolder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing persons (to the extent and only to the extent that the partnership, limited liability company or corporation transferred shares to such persons), shall be deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i)Section 2.2(a)(i) hereof. In such event event, the right of any Holder to registration pursuant to subsection 1.2 Section 2.2 hereof 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. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders Holders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) . Notwithstanding any other provision of this subsection 1.2Section 2.2, if the managing underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration (i) in the case of the Company’s Initial Public Offering, to zero, and underwriting under this subsection 1.2(b)(ii(ii) shall not be reduced in the case of any other offering, to an amount no less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities requested to be included in such underwritingregistered. The Registrable Securities held by the Company’s directors, officers, employees, consultants and Ordinary Holders shall be reduced completely before any reduction is made to the Registrable Securities held by the Preferred Holders. The Company shall so advise all Holders of Registrable Securities which would otherwise requesting to be underwritten pursuant heretoincluded in the registration and underwriting, and the number of shares of Registrable Securities that the managing underwriter determines may be included in the registration and underwriting shall be allocated among all the Holders requesting inclusion to be included in such the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each them at the time of such Holders as filing the registration statement. To facilitate the allocation of shares in accordance with the date of above provisions, the notice pursuant to subsection 1.2(a)(i) above; provided that Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest one hundred (100) shares. If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwritermanaging underwriter and the Initiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration.

Underwriting. (i) If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, they shall so advise the Company as part of their request made under Section 1.5(a), and the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 1.5(a)(i). In such event the The right of any Holder to registration pursuant to subsection 1.2 Section 1.5 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's ’s Registrable Securities in the underwriting underwriting, to the extent requested and provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) Company and a majority of the Holders. Notwithstanding any other provision of this subsection 1.2Section 1.5, if the managing underwriter managing such public offering determines advises the Company in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretowho indicated their intent to participate in the registration in a timely manner, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among such Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held by each of such Holders as at the time of filing the date of the notice pursuant to subsection 1.2(a)(i) above; provided registration statement, provided, however, that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all Worthington Shares, all Other Shares and all other shares of common stock being sold by shareholders Securities that are not Registrable Securities (other than Securities to be sold for the Holders account of the Company) are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 2.1 is for a registered public offering involving an underwritinga sale through underwriters, the Company MiniMed shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i)Section 2.1. In such event event, the right of any Holder to registration pursuant to subsection 1.2 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. Notwithstanding the foregoing, if the Company proposes to commence an underwriting MiniMed shall (together with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Company. (ii) Initiating Holders but subject to MiniMed's approval, which approval shall not be unreasonably withheld. Notwithstanding any other provision of this subsection 1.2Section 2.1, if the managing underwriter advises the Initiating Holders in writing that, in such managing such public offering determines that underwriter's good faith professional judgment, marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit then the number of shares of Common Stock that are not Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities are proposed to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) or eliminated. If further limitations on the number of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities Common Stock to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretoare necessary, and then the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all participating Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, MiniMed or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to MiniMed, the Company managing underwriter and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationInitiating Holders.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.5(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 Section 2.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of recognized national standing selected for such underwriting by the Company. (ii) Company and reasonably acceptable to a majority of the Holders proposing to distribute their securities through such underwriting. Notwithstanding any other provision of this subsection 1.2Section 2.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested by each of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to be included in such underwriting registration statement or in such other manner as shall not be reduced unless all other shares agreed to by the Company and Holders of common stock being sold by shareholders other than a majority of the Holders are first entirely Registrable Securities proposed to be included in such registration. No Registrable Securities excluded from the underwritingunderwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section ------------ 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.5(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 Section 2.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of recognized national standing selected for such underwriting by the Company. (ii) Company and reasonably acceptable to a majority of the Holders proposing to distribute their securities through such underwriting. Notwithstanding any other provision of this subsection 1.2Section 2.5, if the managing underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the managing underwriter may limit the number of Registrable Securities and other securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in distributed through such underwriting. The Company shall so advise all Holders distributing their securities through such underwriting of Registrable Securities which would otherwise be underwritten pursuant hereto, such limitation and the number of shares of Registrable Securities that may be included in the registration (and underwriting if any) shall be allocated among all Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested by each of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to be included in such Registration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall not be reduced included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or Holders to the nearest 100 shares. In no event shall the number of Registrable Shares underwritten in an offering be limited unless and until all other shares of common stock being sold held by shareholders persons other than the Holders holders of the Registrable Shares and the Company are first entirely completely excluded from the underwritingsuch offering. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterHolders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 2.1 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.1(a)(i). In such event the The right of any Holder to registration pursuant to subsection 1.2 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 underwriting, to the extent requested, to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company. (ii) ). Notwithstanding any other provision of this subsection 1.2Section 2.1, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all participating Holders of Registrable Securities which would otherwise be underwritten pursuant heretoSecurities, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all participating Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such participating Holders at the time of such Holders as filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any participating Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 3.2(a)(i). In such event the right of any Holder to registration pursuant to subsection 1.2 Section 3.2 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities securities through any such underwriting pursuant to this subsection 1.2(b) shall (shall, together with the Company and the other shareholders distributing their shares of common stock through such underwriting) Other Holders, if any, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) . Notwithstanding any other provision of this subsection 1.2Section 3.2, if the managing underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number shares of Registrable Securities to be included in such registration and without requiring any limitation in the number of shares to be registered on behalf of the Company, provided that if such underwriting under this subsection 1.2(b)(ii) is other than an initial public offering the number of shares of Registrable Securities to be included in such registration shall not be reduced limited to less than thirty percent (30%) of the aggregate total number of shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwritingregistration. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and Other Holders and the number of shares of Registrable Securities that may be included in the registration and underwriting by all Holders and Other Holders shall be allocated among Holders requesting inclusion in such underwriting in proportionthem, as nearly as practicable, first, to the Company (or, if applicable, to the holders for whose account the Company is registering the securities), second, among the Holders of Registrable Securities in proportion to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing of the date of registration statement, and, third, among the notice pursuant Other Holders in proportion to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested proposed to be included in such underwriting registration by such Other Holders. No shares proposed to be included in such registration by any of the Other Holders shall not be reduced included in such registration unless all other shares of common stock being sold requested to be included by shareholders other than the Holders are first entirely excluded from included in such registration. To facilitate the underwritingallocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or Other Holder to the nearest one hundred (100) shares. If any Holder or Other Holder disapproves of the terms of any such underwriting, such Holder holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Underwriting. (i) If In the event a registration of which the Company gives notice is for a registered public offering involving pursuant to Section 5.1 involves an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event Section 5.1(a)(i) that the right of any Holder to registration pursuant to subsection 1.2 Section 5.1 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 5.1, and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) ’s reasonable approval. The Company shall not be required to include any of the securities of a Holder or Holders in such underwriting unless the Holder or Holders accepts the terms of the underwriting in customary form of the underwriters. Notwithstanding any other provision of this subsection 1.2Section 5.1, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If the registration does not become effective due to the withdrawal of Registrable Securities and the withdrawal of the registration is not the result of a material adverse change in the Company’s business, financial condition or results of operations since the date of the written request of the Initiating Holders pursuant to this Section 5, then, at the Holder’s option, either (1) the Holders requesting registration shall reimburse the Company for expenses incurred in complying with the request or (2) the aborted registration shall be treated as effected for purposes of Section 5.1(b)(iv).

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Holder as a part of the written notice given pursuant to subsection Section 1.2(a)(i). In such event event, the right of any Holder to registration pursuant to subsection Section 1.2 shall be he conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders holders distributing their shares of common stock securities through such underwritingunderwriting (the "Other Participating Holders")) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) . Notwithstanding any other provision of this subsection Section 1.2, if the managing underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities entirely from such Securities) requested to be registered pursuant to registration rights granted to the Holder and underwritingthe Other Participating Holders by the Company; provided, or (B) if such registration is other than however that the first registered offering right of the sale of the Company's common stock underwriters to the general public, the underwriter may limit the amount of exclude shares (including Registrable Securities to be included in Securities) from the registration and underwriting by the Company's shareholders; provided however, as described above shall be restricted so that the number of Registrable Securities to be included in any such registration and underwriting under this subsection 1.2(b)(ii) shall is not be reduced to less than thirty below twenty-five percent (3025%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting registration. Notwithstanding any other provision of this Section 1.2. if the managing underwriter of a proposed public offering shall be allocated among Holders requesting inclusion advise the Company in such underwriting writing that, in proportionits opinion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as distribution of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or the Other Participating Holder would adversely affect the distribution of such underwriting shall not be reduced unless all other shares securities by the Company or the Other Participating Holders, then the Holders of common stock being sold by shareholders Registrable Securities, the Other Participating Holders (other than any Other Participating Holder who initially requested such registration, any Holder of Registrable Securities participating in such registration pursuant to Section 12 hereof) and the Company shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or the Other Participating Holders are first entirely excluded from to the underwritingnearest one hundred (100) shares. If the Holder or any Other Participating Holder disapproves of the terms of any such underwriting, such Holder it, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred and eighty (180) days after the effective date of the registration statement relating thereto.

Underwriting. (i) If In the event of a registration of which the Company gives notice is for a registered public offering involving an underwritingpursuant to Section ------------ 5.1, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i)Section 5. In such event 1(a)(i) that the right of any Holder to registration pursuant to subsection 1.2 Section 5.1 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 5.1, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection 1.2Section 5.1, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion desiring to participate in such registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of all such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 180 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If In the event of a registration pursuant to Section 5.1 that the Initiating Holder have requested be effected as part of a firm commitment underwritten public offering or with respect to which the Company gives notice is for a registered public offering involving an underwritingInitiating Holders are required by Section 5.1(a)(ii)(G) to have effected pursuant to this Section 5.1(b), the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event Section 5.1(a)(i) that the right of any Holder to registration pursuant to subsection 1.2 Section 5.1 shall be conditioned upon such Holder's participation in such the underwriting arrangements (including arrangements for block trades) required by this Section 5.1, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All together with all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection 1.2Section 5.1, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities Company shall so advise all Holders requesting to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion to be included in such the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each them at the time of filing the registration statement, PROVIDED, HOWEVER, that in the event of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that limitation on the number of shares to be underwritten, then the shares of Registrable Securities requested Company capital stock to be included in the registration held by any Company officer or director shall be reduced on a pro rata basis according to the total number of shares to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely registration. No Registrable Securities excluded from the underwritingunderwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationCompany.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 2.4 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.4(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 Section 2.4 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.4, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection 1.2Section 2.4, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretoHolders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the date of the notice pursuant to subsection 1.2(a)(i) aboveregistration statement; provided provided, however, that the number of shares of Registrable Securities requested to be included in such underwriting and registration shall not be reduced unless all other shares securities of common stock being sold by shareholders other than the Holders Company are first entirely excluded from the underwritingunderwriting and registration; provided further, however, that if the number of shares of Registrable Securities to be included in such underwriting or registration is reduced to less than 75% of the aggregate number of shares of Registrable Securities originally requested for registration pursuant to Section 2.4(a), then such registration or underwriting shall not be counted as one of the two permitted requests for registration under Section 2.4(a)(D). 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 one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration and such Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If BALAH, BAII and the ▇▇▇▇▇▇▇ Shareholder Group Notice Party shall include in each of their respective requests for any underwritten public offering made pursuant to Section 7.1.1 the name of the managing underwriter or underwriters that the requesting parties propose to employ in connection with the public offering proposed to be made pursuant to the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company requested. The Corporation shall so advise the Holders as a part of include in the written notice given referred to in paragraph (a) of Section 7.1.1 the name or names of such underwriter or underwriters to be employed. If any sale proposed pursuant to subsection 1.2(a)(i). In such event Section 7.1.1 is to be effected pursuant to an underwritten public offering, the right of any Holder Registration Rightsholder to registration pursuant to subsection 1.2 Section 7.1 shall be conditioned upon such HolderRegistration Rightsholder's participation in such underwriting and the inclusion of such HolderRegistration Rightsholder's Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting The Corporation shall (together with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders all Registration Rightsholders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form (which form must be reasonably acceptable to the Shareholder Group requesting such registration) with the underwriter or underwriters selected for such underwriting by in the Company. (ii) manner set forth above. Notwithstanding any other provision provisions of this subsection 1.2Section 7.1, if the managing underwriter managing such public offering determines advises the Corporation in writing that marketing factors require a limitation of the number of shares of common stock Registrable Securities to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company Corporation shall so advise all Holders beneficial owners of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among Holders the members of the Shareholder Group requesting inclusion in such underwriting registration in proportion, as nearly as practicablepractical, to the respective amounts of Registrable Securities held that were proposed to be sold by each such Registration Rightsholders and second, to the extent that the limitation established by the managing underwriter is not exhausted by the members of such Holders Shareholder Group, among the Corporation and other Persons that are not members of such Shareholder Group in proportion, as of nearly as practical, to the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares respective amounts of Registrable Securities requested that were proposed to be sold by such Persons. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwritingregistration. If any Holder Registration Rightsholder disapproves of the terms of any such the underwriting, such Holder he may elect to withdraw therefrom by written notice to the Company Corporation and the managing underwriter. Any The Registrable Securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration; provided, however, that, if --------- ------- by the withdrawal of such registrationRegistrable Securities a greater number of Registrable Securities beneficially owned by other Registration Rightsholders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Corporation shall offer to all Registration Rightsholders who have included Registrable Securities in the registration the right to include additional Shares in the same proportion used in effecting the limitation referred to above in this Section 7.1. The Corporation shall undertake any reasonable measures within its control to cause the Registrable Securities sold in any underwritten public offering to be widely disseminated.

Underwriting. (i) If any Warrant Holder making a demand intends to ------------ use an underwriter to distribute the registration of which the Company gives notice is for a registered public offering involving an underwritingRegistrable Securities covered by its request, the Company it shall so advise the Holders as a part of Company in its request and the Company shall include such information in its written notice given pursuant to subsection 1.2(a)(i)other Warrant Holders. In such event event, the right of any Warrant Holder to registration pursuant to subsection 1.2 this Section 9.1 shall be conditioned upon such Warrant Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice all of the registration to the Holders of its Registrable Securities pursuant to covered by the last sentence of subsection 1.2(a), the Company shall deliver a written notice request of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b)Warrant Holder. The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock through such underwriting) enter into an underwriting agreement in customary form with the an underwriter or underwriters selected for such underwriting by the Warrant Holders of a majority of the Registrable Securities proposed to be included in the underwriting, but subject to the approval of the Company which shall not be unreasonably withheld. The underwriting agreement may contain provisions regarding indemnification and contribution from the Company. (ii) . Notwithstanding any other provision of this subsection 1.2Section 9.1, if the underwriter managing such public offering determines advises the Warrant Holders and the Company in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities Common Stock to be included in the registration and underwriting, or may exclude Registrable Securities entirely then all shares in the underwriting shall be excluded from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting extent required by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without limitation on a pro rata basis and the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Warrant Holders of Registrable Securities which that would otherwise be underwritten pursuant hereto, included in such underwriting and registration and the number of shares of Registrable Securities that may be included in the such underwriting and registration shall be allocated among the Warrant Holders of Registrable Securities requesting inclusion in such underwriting registration in proportion, as nearly as practicable, to the respective amounts total number of Registrable Securities held by each of such Warrant Holders as at the time of the date filing of the notice pursuant to subsection 1.2(a)(i) above; provided that registration statement. If the number of shares of Registrable Securities so excluded exceeds twenty percent (20%) of the number of shares of Registrable Securities which the Warrant Holders have requested to be included in such underwriting registration, then the Warrant Holders shall not be reduced entitled either (i) to require that the registration be deferred for such period of time as the Warrant Holders, the Company and the underwriter may mutually agree upon, but in no event for more than ninety (90) days from delivery of a written notice of the Warrant Holders to the Company requesting such delay or (ii) to withdraw the registration request, provided that it shall count as one of the Warrant Holders' demand registration unless all other such Warrant Holder reimburses the Company for its pro rata share of the out-of-pocket expenses incurred by the Company in connection with such withdrawn registration request. For purposes of the preceding sentence a Warrant Holder's "pro rata share" shall mean a fraction the numerator of which is the number of Registrable Securities of such Warrant Holder which were to have been registered in such registration and the denominator of which is the total number of shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwritingwhich were to have been registered in such registration. If any Warrant Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Warrant Holder may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the underwriterother Warrant Holders delivered at least seven (7) days prior to the Company's execution of an underwriting agreement with respect to the registration. Any The Registrable Securities excluded or so withdrawn from such underwriting also shall be withdrawn from such registration.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to ------------ Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 1.5(a)(i). In such event the The right of any Holder to registration pursuant to subsection 1.2 Section 1.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b)Agreement. The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All shall (together with all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company. (ii) ). Notwithstanding any other provision of this subsection 1.2Section 1.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the date of the notice pursuant to subsection 1.2(a)(i) aboveregistration statement; provided provided, however, that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such registration.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to this Section 1.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection Section 1.2(a)(i). In such event event, the right of any Holder to participate in such registration pursuant to subsection 1.2 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection Section 1.2, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all participating Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or Securities, and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration, or such other shorter period of time as the underwriters may require. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of other purchasers) in such registration if the managing underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited.

Underwriting. (i) If In the event of a registration of which the Company gives notice is for a registered public offering involving an underwritingpursuant to Section ------------ 5.1, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event Section 5.1(a)(i) that the right of any Holder to registration pursuant to subsection 1.2 Section 5.1 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 5.1, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All together with all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection 1.2Section 5.1, if the managing underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if the managing underwriter may limit the Registrable Securities to be included in such registration is (i) in the first registered offering of the sale case of the Company's common stock initial public offering, to zero, and (ii) in the general publiccase of any other offering, the underwriter may limit the number to an amount no less than thirty-three percent (33%) of Registrable Securities all shares to be included in such offering. The Company shall so advise all Holders requesting to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion to be included in such the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each them at the time of such Holders as filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationCompany.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 1.5(a)(i). In such event the The right of any Holder to registration pursuant to subsection 1.2 Section 1.5 shall be conditioned upon such Holder's ’s participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's ’s Registrable Securities in the underwriting underwriting, to the extent requested and provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company. (ii) ). Notwithstanding any other provision of this subsection 1.2Section 1.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all participating Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such participating Holders at the time of such Holders as filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such registrationRegistrable Securities shall not be transferred in a public distribution prior to ninety (90) days (one hundred eighty (180) days in the case of the Company’s Initial Public Offering) after the date of the final prospectus used in such public offering.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 2.4 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.4(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 Section 2.4 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.4, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection 1.2Section 2.4, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to this Section 2.5 is for a registered public offering involving an underwriting, the Initiating Holders shall notify the Company of such fact and the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.5(a). In such event event, the right of any Holder to participate in the registration pursuant to subsection 1.2 this Section 2.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity be entitled to participate in such underwriting in accordance with this subsection 1.2(b)an underwritten offering on the terms set forth herein. The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All shall (together with all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in reasonable and customary form with the managing underwriter or underwriters selected for such underwriting by the Initiating Holders holding a majority of the Registrable Securities held by such Initiating Holders and reasonably acceptable to the Company. (ii) . Notwithstanding any other provision of this subsection 1.2Section 2.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant heretoSecurities, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Shares excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders no later than ten (10) business days prior to the date the registration is declared effective. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 90 days after the effective date of the registration statement relating thereto.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to ------------ Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 1.5(a)(i). In such event the The right of any Holder to registration pursuant to subsection 1.2 Section 1.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting under writing, to the extent requested, to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company. (ii) ). Notwithstanding any other provision of this subsection 1.2Section 1.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the date of the notice pursuant to subsection 1.2(a)(i) above; provided registration statement, provided, however, that the number of shares of -------- ------- Registrable Securities requested to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to ------------ Section 4.1 is for a registered public offering involving an underwriting, the Initiating Holders will so advise the Company as part of the written request given by such Initiating Holders pursuant to Section 4.1(a), and the Company shall so in turn advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 4.1(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 Section 4.1 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 4.1, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (ii) , but subject to the reasonable approval of a majority in interest of the Initiating Holders. Notwithstanding any other provision of this subsection 1.2Section 4.1, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwrittenunderwritten exceeds the number that can be sold in such offering so as to be likely to have a material adverse effect on the price or amount at which the Initiating Holders can sell their Shares, then the Company shall so advise all Holders and Other Holders, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or shares that may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first among all Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the date of registration statement and second among the notice pursuant Other Holders in proportion to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested proposed to be included in such underwriting shall not be reduced unless all registration by such Other Holders. No Registrable Securities or other shares of common stock being sold by shareholders other than the Holders are first entirely securities excluded from the underwritingunderwriting 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 one hundred (100) shares. If any Holder of Registrable Securities or Other Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(i). In such event the The right of any Holder to registration pursuant to subsection 1.2 this Section 3 shall be conditioned upon such Holder's ’s participation in such the underwriting and the inclusion of such Holder's ’s Registrable Securities Common Stock in the underwriting to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All Holders proposing to distribute their Registrable Securities Common Stock through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock through such underwritingCompany) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (ii) . Notwithstanding any other provision of this subsection 1.2Section 3, in connection with a registration under Section 3(a), if the underwriter managing such public offering determines that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Registering Holders of Registrable Securities which whose securities would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities Common Stock that may be included in the registration and underwriting shall be allocated among all Registering Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held Common Stock requested by each of such Registering Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to be included in such underwriting registration and underwriting, or, if so determined by the underwriter, all Registrable Common Stock shall not be excluded from such registration and underwriting; provided, however, that in no event shall the amount of securities of the Registering Holders included in the offering be reduced unless the amount of securities of all other shares of common stock being sold by shareholders other than selling equity holders included in the Holders offering are first entirely excluded from the underwritingproportionately reduced. If any Holder disapproves of the terms of any such underwriting, such the Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. Any If, in connection with a registration under Section 3(a), by the withdrawal of such Registrable Securities excluded or withdrawn from Common Stock a greater number of shares of Registrable Common Stock held by other Holders may be included in such underwriting registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Common Stock in the registration the right to include additional shares of Registrable Common Stock in the same proportion used in determining the shares that may be withdrawn from such registrationincluded pursuant to the first paragraph of this Section 3(b).

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 1.5(a)(i). In such event event, the right of any Holder to registration pursuant to subsection 1.2 Section 1.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection 1.2Section 1.5, if the managing underwriter managing such public offering determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first to the Series D Holders to the extent of the Series D Registrable Securities held by such Series D Holders, and then among all other Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such Holders at the time of filing the registration statement. If the number of Registrable Securities to be underwritten shall be less than the number of Series D Registrable Securities, then the then the number of Registrable Securities that may be included in the registration and underwriting shall be allocated among the Series D Holders in proportion, as nearly as practicable, to the respective amounts of Series D Registrable Securities held by such Series D Holders at the time of filing the registration statement. For purposes of such Holders as allocations, the amount of Registrable Securities allocated to a Holder and its Affiliated Persons or Entities shall be determined by aggregating all Registrable Securities held by such Holder and its Affiliated Persons or Entities. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.any

Underwriting. (i) If the registration Initiating Holder or Initiating Holders, as the case may be, intend to distribute the Registrable Securities covered by its request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company it shall so advise the Holders Company as a part of such request and the Company shall include such information in its written notice given pursuant to subsection 1.2(a)(i)the other Holders. In such event the The right of any Holder to registration pursuant to subsection 1.2 this Section 2(c) 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 Holder(s) and such Holder) to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the CompanyCompany (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Initiating Holders). (iii) Notwithstanding any other provision of this subsection 1.2Section 2, if the managing underwriter managing such public offering determines advises the Holders in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is the first registered offering of the sale of the Company's common stock to the general publicthen, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities and other securities of the Company that may be included in the registration and underwriting shall be allocated allocated, subject to the rights of the Series D Holders requesting to include in the registration Series D Registrable Securities in accordance with the terms of the Series D Registration Rights Agreement, among (A) all Holders requesting inclusion in such underwriting the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held originally requested by each of such Holders as of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to be included in such underwriting shall not be reduced unless the Registration Statement and (B) all other shares security holders of common stock being sold the Company that possess registration rights for other securities granted by shareholders other than the Holders are first entirely Company. No Registrable Securities excluded from the underwritingunderwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If the underwriter or underwriters has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account if the underwriter so agrees. (ii) If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may may, subject to Section 4 hereof, decline to participate therein or elect to withdraw therefrom by written notice to the Company Company, the underwriter(s) and the underwriterother Holders. Any The Registrable Securities excluded and/or other securities so withdrawn or withdrawn from such underwriting not participating shall be withdrawn from registration; provided, however, that if by any withdrawal of such registrationRegistrable Securities a greater number of Registrable Securities held by other Holders, respectively, may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities, in the same proportion used in determining the underwriter limitation in this Section 2(c).

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to this Section 2.2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 2.2(a). In such event event, the right of any Holder to registration pursuant to subsection 1.2 this Section 2.2 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the majority of the Holders proposing to distribute their securities through such underwriting and reasonably acceptable to the Company. (ii) . Notwithstanding any other provision of this subsection 1.2Section 2.2, if the managing underwriter managing such public offering determines advises the Company in writing that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among Holders requesting inclusion in such underwriting the holders of Class I Registrable Securities, in proportion, as nearly as practicable, to the respective amounts of Class I Registrable Securities held by each of such Holders at the time of filing the registration statement, second, among the holders of Class II Registrable Securities in proportion, as nearly as practicable, to the respective amount of Class II Registrable Securities held by such Holders at the time of filing the Registration Statement, and third, the balance, if any, shall be allocated among the holders of Class III Registrable Securities in proportion, as nearly as practicable, to the respective amount of Class III Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration.

Underwriting. (i) If In the event that a registration of which the Company gives notice pursuant to Section 5.1 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 1.2(a)(iSection 5.1(a)(i). In such event , and the right of any Holder to registration pursuant to subsection 1.2 Section 5.1 shall be conditioned upon such Holder's participation in such underwriting arrangements, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company. (ii) 's reasonable approval. Notwithstanding any other provision of this subsection 1.2Section 5.1, if the managing underwriter managing such public offering determines advises the Initiating Holders that marketing factors require a limitation of the number of shares of common stock to be underwritten, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be underwritten pursuant heretoSecurities, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the notice pursuant to subsection 1.2(a)(i) above; provided that above provisions, the Company or the underwriters may round the number of shares of Registrable Securities requested allocated to be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than any Holder to the Holders are first entirely excluded from the underwritingnearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 120 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of their request made pursuant to Section 2.2 and the Company shall include such information in the written notice given pursuant referred to subsection 1.2(a)(iin Section 2.2(a). In such event the The right of any Holder to registration pursuant to subsection 1.2 Section 2.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. Notwithstanding the foregoing, if the Company proposes to commence an underwriting with respect to shares of its common stock and shall not have otherwise been required to deliver a notice of the registration to the Holders of its Registrable Securities pursuant to the last sentence of subsection 1.2(a), the The Company shall deliver a written notice of such underwriting at least 10 days prior to the commencement of such underwriting and provide the Holders an opportunity to participate in such underwriting in accordance (together with this subsection 1.2(b). The Company shall, subject to subsection 1.2(b)(ii) below, include the Registrable Securities of any Holder in such underwriting that specifies in a written request or requests, made within 5 days after receipt of such written notice from the Company. All all Holders proposing to distribute their Registrable Securities through any such underwriting pursuant to this subsection 1.2(b) shall (together with the Company and the other shareholders distributing their shares of common stock securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company. (ii) Initiating Holders. Notwithstanding any other provision of this subsection 1.2Section 2.2, if the underwriter (or the managing such public offering underwriter on behalf of the underwriters) determines that marketing factors require a limitation of the number of shares of common stock to be underwrittenunderwritten and so advises the Initiating Holders in writing, and (A) if such registration is then the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (B) if such registration is other than the first registered offering of the sale of the Company's common stock to the general public, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting by the Company's shareholders; provided however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.2(b)(ii) shall not be reduced to less than thirty percent (30%) of the aggregate shares of common stock included in such underwriting without the prior consent of at least a majority of the Initiating Holders who have requested their Registrable Securities to be included in such underwriting. The Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities which would otherwise be underwritten pursuant hereto, through such underwriting) and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all such Holders requesting inclusion in such underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held owned by each of such Holders as at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the date of the notice pursuant to subsection 1.2(a)(i) above; provided that the number of shares of Registrable Securities requested to underwriter's marketing limitation shall be included in such underwriting shall not be reduced unless all other shares of common stock being sold by shareholders other than the Holders are first entirely excluded from the underwritingregistration. If any Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to the Company Company, the underwriter (or managing underwriter on behalf of all of the underwriters) and the underwriterInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 2.2(c). If the underwriter (or managing underwriter on behalf of all of the underwriters) has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account in such registration if the underwriters so agree and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.